Bleach: Ultimate Alien Volume II
by Bigby the Big Bad Wolf
Summary: Sequel to Bleach: Ultimate Alien Volume I. The War with Aizen is over but things will never be the same. Now Ben deals with new friends, new enemies, and a brand new set of adventures. See what waits in store for Ben, Ichigo, and all their pals following the aftermath. Check profile for status.
1. The First Day of School

_Disclaimer: Be__n 10 and Bleach do not belong to me._

**Well, everyone. Here it is. The first chapter of Bleach: Ultimate Alien Vol. II. I'm sorry it took so long. I've been a big time procrastinator. I know, I promised I wouldn't work on anymore stories until I completed the majority of the ones I was working on, but it was an injustice to all of you who have waited so patiently for it.**

_Scourge: Got that right, you idiot. Do you have any idea how long these people have been waiting for you to update?_

**Hey! I said I was sorry.**

_Scourge: Sorry doesn't cut it, Grimlock. We expect to see results. It's your fault for making stories that people enjoy reading._

**And that's a bad thing?**

_Scourge: It is when you make a good story and you don't update at all._

***Grumble* Alright, fine. Let's just get on with the story.**

_Scourge: Now you're using your brain...for once._

***growl***

_Scourge: And before either of us forget a lot of credit goes out to Grimlock's pals Kamen Rider Chrome and Sallem Cortez, who have contributed some pretty good ideas for this series. And without them, this idiot would be lost._

**Gee thanks, Scourge. You're a great help.**

_Scourge: Also, Ben's not gonna be some overpowered Gary Stu-type character like he was in Volume I. Grimlock here's gonna be a lot more accurate with the level in strength. Aren't you, Grimlock?_

**_Yes, Scourge. I am._**

_Scourge: Alright, alright. Now let's get on with the story!_

**Alright, what are we waiting for? Allons-y! (Yep. I'm a Doctor Who fan! Fantastic! Allons-y! Geronimo!...Sorry, I couldn't resist.)**

* * *

><p><strong>Bleach: Ultimate Alien Volume II<strong>

**Chapter One: The First Day of School**

* * *

><p>Bellwood was a place that would appear to be a typical, calm, peaceful city. If only that were so but it wasn't. This town had an unnatural habit of being the target of aliens, monsters, super-villains, and any other type of activity that you would mostly find in a comic book. Fortunately, Bellwood was protected by one unexpected hero; a sixteen year old boy by the name of Ben Tennyson. In Ben's possession was a powerful alien device called the Ultimatrix. With it, Ben had the power to turn into over a million different alien species. With their forms and powers at his disposal, Ben was literally a one man army.<p>

Ben has had many adventures in his time. In fact, he had saved the entire universe on more than one occasion and just recently, he had saved the entire afterlife. Far away, in a dimension unlike any other, there existed Soul Society. It was a world run by Shinigami, spirits with incredible powers and abilities. Their arch enemies were the Hollows, monsters who were once human spirits that rotted and decayed into the Hollows they now were. One Shinigami, who went by the name of Aizen, had decided to overthrow the Spirit King, the ruler of Soul Society. To do that, he began gathering an army of Hollows, turning them into the humanoid beings called Arrancar.

Paradox, a time traveler with near omniscient knowledge of the universe, sent Ben to Hueco Mundo, the land of the Hollows. There was going to be a war between Soul Society and Hueco Mundo, and Paradox wanted Ben to intervene. Because of Ben's powers, Aizen had offered for Ben to join him in exchange for finding Ben a way to go home. Ben, lost and confused as to where he was, accepted Aizen's offer. During his time in Hueco Mundo, Ben made many allies and enemies. The most prominent of his allies included Tier Harribel. She was the Trecera of the Espada, Aizen's most powerful group of Arrancar. She and her Fraccion; Apacci, Mila-Rose, and Sung-Sun, befriended and later fell in love with Ben. Ben's other allies included Nelliel, the former Trecera Espada before she was trapped in a child-like state. Alongside her were her Fraccion Pesche and Dondochakka. Ben later gained more allies in the form of Privaron Espada Gantenbainne, Primera Espada Coyote Starrk and his other half Lilynette Gingerback. An ally of sorts was the Cuatro Espada Ulquiorra Cifer.

Soon, Ben learned of Aizen's real intentions and rebelled against him. He teamed up with the Substitute Shinigami Ichigo Kurosaki and his friends. One by one, they succeeded in defeating Aizen's Arrancar and battled Aizen himself. At first, it looked like Aizen was gonna win but Ben managed to take control of the reality warping Alien X. With Alien X's abilities, Ben effortlessly defeated Aizen and then stripped him of his powers. Shortly after, Gin Ichimaru, one of Aizen's supposed allies, killed him.

There were several surviving Arrancar. The majority of them were the Fraccion of the Segunda Espada named Baraggan. Despite the fact that they were enemies, Ben couldn't find it in his heart to kill them. So instead, he brought all of his Arrancar friends to Bellwood with him. It hadn't been easy at first, especially since Harribel, her Fraccion, and Nelliel, were all in love with him.

But what Ben didn't know was that Apacci, Mila-Rose, and Sung-Sun, had decided to stop trying to have Ben for themselves and instead have him be with Harribel. Only problem, Pesche and Dondochakka were trying to pair Ben with Nelliel and all the while Ben didn't suspect a thing.

For the rest of the summer, things went remarkably peaceful. But now the summer was over and a new challenge came for Ben, a challenge that would really make things interesting, if not bothersome for the new things in Ben's life.

The new year of high school.

* * *

><p>"Benjamin Kirby Tennyson!" Sandra Tennyson yelled to her son's room. "You'd better not still be asleep up there!"<p>

Up in his room, Ben groaned as he got dressed for school. With seven other people living in this house besides him, it was impossible for him not to stay in bed.

"I'm coming!" he called back down to his mom as he put on his trademark green jacket. After a quick combing of his hair, the hero of the universe left his room and walked down stairs to the kitchen for some breakfast. He sniffed the air and was greeted to a sweet smell of waffles, bacon, and eggs. What a breakfast.

Walking into the living room, he was greeted three girls sitting around the table. One had short, black hair and different colored eyes. The second had dark colored skin and long, slightly curly hair. The last one had long, slender, olive green hair. They were Apacci, Mila Rose, and Sung-Sun. They were Harribel's Fraccion and some good friends of his. Originally the three had fallen in love with him during his time in Hueco Mundo, but over the summer, things had started to change. Much to Ben's curiosity, the three had started treating him more like a best friend than as someone they were in love with. While Ben felt slightly relieved, as he was nervous and uncomfortable with so many girls liking him, he wondered what brought on this change. Of course, he was completely unaware of the fact that the girls were trying to set him up with Harribel instead.

"Morning, Ben!" the three greeted him cheerfully.

"Hey, girls," he said back with a grin.

"You look ready," Sung-Sun said, noticing that Ben was fully dressed and had his backpack slung over his shoulders.

"Had to be," Ben said, looking at his mom who was busy pouring orange juice for everyone."I'm just glad I was able to make it today."

Sandra looked at her son in confusion. "Why's that? Does this have something to do with went on last Saturday?"

Ben froze. Boy his mom was sharp and if she knew what was happening every weekend, he'd be in big trouble. The Sexta Espada, Grimmjow, had made a deal with Ben to fight him every weekend. This had been going on for some time now, ever since summer. Luckily for Ben, Grimmjow was now more interested in simply winning his fights rather than trying to kill Ben. Whether it was because he respected Ben's abilities ever since he defeated Aizen or because some small part of him knew better than to anger Nelliel and Harrible was unknown. Speaking of those two, Ben looked around. "Hey. Where are Nelliel and Tier at?"

"Oh? You didn't know?" Sung-Sun asked.

Ben raised an eyebrow. "Didn't know what?"

Mila Rose glared at Apacci. "Baka. You were supposed to tell him."

Apacci was taken aback before glaring at Mila Rose, "Me? No one ever said it was my job to tell him. Why didn't you do it yourself, Mila Rose?"

"My, it seems that both of you failed to tell him," Sung-Sun said. "Were you two procrastinating as usual?"

"Stay out of this, Sung-Sun!" the other two girls yelled. "You could have told him!"

Ben sighed. Guess some things never change. "So what was it that you guys were supposed to tell me?"

The girls looked at each other and then looked at Ben.

"Harribel-sama found a job," Sung-Sun said simply.

Ben blinked a few times. "Oh, she did?"

Originally over the summer, Ben's sudden return to Bellwood had caused up quite a stir, especially since he had five very attractive women with him. The girls wanted to find jobs from the get-go, but Ben wasn't as willing to comply. He was afraid of the paparazzi harassing the girls and trying to cause trouble. In fact, according to his pal Jimmy, there was already online blogs about who the girls were and what relationship they had with Ben. Not to mention the whole situation would give Will Harangue something to use against him and that was definitely the last thing Ben wanted to put up with. But as the summer went on, the heat did finally start to die down. However, he never knew that Harribel had been job hunting. When did this happen?

"This means we can go look for jobs too now," Mila Rose said.

"Oh, are you guys gonna be job hunting while I'm at school?" Ben asked as he bit into one of his bacon.

The girls looked at each other again but didn't say a word. Their silence caused Ben to stop eating and look up at them.

"Something up?" Ben asked them in confusion.

The girls looked over at him.

"Well, Ben," Apacci said, scratching the back of her head.

Mila Rose drank some of her orange juice before saying, "We wanted to surprise you."

Ben raised his eyebrow. "Surprise me?"

"We're gonna be looking for jobs after school," Sung-Sun said.

Ben was confused as he asked, "Why after school?"

"Because we are going to school with you."

Ben dropped his fork and knife that he was about to use to eat his waffles. "Say what?"

The three girls all reach down for something at their feet, and pulled up different colored backpacks that were stuffed, obviously with school supplies. Apacci had a red colored one, Mila Rose had an orange colored one, and Sung-Sun had a lavender colored one.

"We got enrolled at your school, Ben," Sung-Sun explained, "With Kevin's help of course."

Ben tried to steadily drink his orange juice. He gave himself credit for not spilling a drop. After he put his glass back down, he looked at them. "And nobody bothered to tell me about this...why?"

"We wanted it to be a surprise," Apacci replied.

"Well, I'm _surprised_," Ben admitted. "And when exactly did this all happen?"

"The last few weeks of summer," Mila Rose answered. "It wasn't easy but thanks to some of that alien tech Kevin owns, we were able to enroll."

"And what happens if someone finds out that we all live together?" Ben pointed out.

"Oh, don't worry, Ben," Sandra Tennyson said as she washed some dishes. "Your father and I have that worked out in case somebody asks."

Ben's jaw dropped. "Mom? You were in on this too! What? Was I the only person left in the dark?"

"No," Sung-Sun told him. "Gwen doesn't know either."

Ben rolled his eyes. "This is sure gonna make her day, alright."

Apacci looked bothered. "Is there something wrong with us going to school with you?"

Ben looked at her. "Not really. I don't mind you girls coming to school with me. I'm just wondering what everyone else will think. Some of them might remember you from when we first got back to Bellwood. Then they'll start assuming things."

Mila Rose raised her eyebrow now and asked, "Like what?"

Ben opened his mouth to answer her when he remembered that his mom was still in the room with them. He was afraid of how she would react if he told the girls what people might assume.

Unfortunately, Sandra was able to put the pieces together. "Well if they want to think that my son is some kind of player, they have another thing coming. It's bad enough that so many people think my son is a threat to society but to go and think he's a player."

"A player?" Apacci asked. "They'd seriously think that?"

Sung-Sun answered, "Well, I suppose so. The way a human's mind works is quite baffling. Apparently being with too many girls automatically makes you a womanizer. Or at least, everyone assumes you are."

Mila Rose groaned, "Typical humans."

Ben made a face. "Hey. What about me?"

Mila Rose laughed. "Well, I suppose there are a few exceptions."

Ben still made a face. "Thanks. Thanks a lot, Mila Rose. You've been hanging around Kevin too much."

Mila Rose snickered. "Oh, come on, Ben. I don't tease as bad as he does."

Ben nodded. "Yeah, I can't deny that." Then he remembered something else. "Hey, huh...you guys only told me where Tier is. Where's Nelliel at?"

"Good morning, Ben!"

"Ack!" Ben cried out when he felt Nelliel glomp him from behind, his face turning red due to the fact that the back of his head was pressed against her chest. He managed to say, "G...good morning, Nelliel."

Nelliel Tu Odelschwank, the Trecera before Harribel. It was only because the Arrancar known as Nnoitra had damaged Nelliel's mask remains, reducing her to a child-like state and being kicked out of Las Noches. Luckily, Ben's Ultimatrix was able to heal the damage in Nelliel's mask remains, which allowed her to use her full power again. When Ben first met her, she was in her child form. She acted very affectionate and a little possessive around Ben. At first, Ben had thought this to be sibling affection. That took a completely different turn when he learned about her true form as well as her feelings. And out of all the girls, she was the most affectionate. This was obvious because during the summer, Nelliel had a habit of crawling into his bed and cuddling with him in his sleep.

But we'll get more on that later.

Apacci and Mila Rose both gave Nelliel a dirty look. Sung-Sun had a much less obvious look of contempt on her face. They thought Harribel deserved to be happy and since Ben made her happy, they should be together. But Nelliel was, in their opinion, the primary threat to their plans of hooking Ben up with Harribel.

"Nelliel woke up early and helped me with breakfast and some chores around the house," Sandra explained. "Then we're going out shopping together."

"Shopping?" Ben asked. "For what?"

Sandra gave Ben an amused look. "Well honestly we need some groceries. After all we have eight people living with us."

"Don't worry, Mrs. Tennyson," Sung-Sun said. "We'll find jobs. That should make things easier."

Sandra smiled. Naturally she had been very concerned with having five different girls all living under her roof when they claimed to be in love with her son, especially Harribel and Nelliel. But as the summer went on, Sandra saw that the girls had no ill intentions towards Ben, so she became more comfortable in their presence.

Soon, everyone was done eating and put their dishes in the sink.

"Well," Ben said. "Looks like it's time to head out. Come on, girls."

Apacci, Mila Rose, and Sung-Sun all nodded.

"Bye, Ben!" Sandra called. "Have a good day."

Ben snorted. "Hopefully." Knowing his luck, a typical day at school would require him going hero.

Nelliel smiled as she walked over and gave Ben one of her strong hugs. "Bye, Ben!"

Ben chuckled nervously. He remembered her hugs while she was in her true body instead of this gigai. Those hugs were strong enough to break his spine, and boy was he grateful that they hadn't.

Once again Harribel's Fraccion glared at Nelliel. But they quickly became straight faced again as Nelliel let go with a smile on her face. After all, once the school day began, a lot of things would change, hopefully for the better. So one by one, the four left the house.

Sandra chuckled a little as Ben and the other girls left the house. "Normally I would be worried when I see a girl give my son so much affection," she commented.

Nelliel had a faint blush on her cheeks. "Forgive me, Mrs. Tennyson. I...I just feel so happy whenever Ben's around. He's really special to me."

Sandra smiled softly at Nelliel. "I know, Nelliel. And it's strange for me, as a mother, to be so calm about so many girls liking my son, but I've seen that you girls would never do anything bad to him."

Nelliel smiled back. Though...she couldn't help but feel a tang of jealousy.

A while back, Sandra had taken her and Harribel aside and warned them to be careful if they were ever with Ben in public. She explained that there were laws in the world of the living, laws where older people could get in serious trouble for being with a person who was underage. And since both girls looked like adult women, they could be in serious trouble or people would assume bad things about them.

This saddened Nelliel. She wanted to spend as much time with Ben as she could, but it looked like that was going to be really rare now. And since those other three were going to the same school as Ben, they would get to spend more time with him. She pouted a little at the thought.

Sandra noticed and gently put a hand on Nelliel's shoulder. "Come on, Nelliel. Let's go shopping."

* * *

><p>Outside, the three girls loaded up into Ben's car. They had gotten used to it over the summer, but they were still fascinated by the vehicles of the living world. None of them got in the passenger's seat, as they already knew it would break out into an argument. But for the most part, each girl was trying to prevent the other two from sitting next to Ben.<p>

"Too bad we can't use our powers while we're stuck in these gigai," Apacci said after she buckled her seatbelt. She was sitting at the far left of the back. "We'd get there in a heartbeat with Sonido."

"Ha!" Mila Rose laughed. She was sitting at the far right. "Baka, we can only use your powers in our spirit bodies."

Apacci snarled at her. "I know that, Mila Rose! I'm not an idiot, unlike you!"

"What did you call me?" Mila Rose demanded, glaring at Apacci.

Sung-Sun, who was sitting in the middle, sighed. "Oh dear, I fear a bad day for us at our first day of school. With the way you two act, I wouldn't be surprised if you were instantly expelled."

"Shut up, Sung-Sun!" both girls yelled at their comrade.

Ben groaned as he got in the driver's seat. After all, he had been forced to endure this typical arguing while he had been in Hueco Mundo and during the entire summer. It got old really quick.

"Can't you girls get along for once?" he asked, rolling his eyes at their normal antics.

The girls paused in their arguing to look at their friend. Then they looked at each other, uncertain how to answer him.

Ben rolled his eyes as he started up his car. "Just...make sure you girls cool it while at school. Any of _that_ and you'll be kicked out fast."

Apacci rolled her eyes now. "Like it's that big a deal."

Ben looked at her as he put the car in drive. "How come you guys are going to school, anyway?"

"Harribel-sama said it would be better if we learned more about the world of the living since we're living in it now," Mila Rose replied.

"And your mom told us about those people called truant officers," Sung-Sun explained. "If they found out about us..."

Ben cringed as he pulled out of the driveway. "Good point. But I think it's best if we lay some ground rules."

"Rules?" Apacci asked.

"School is nothing like Hueco Mundo," Ben said. "There, you could go wild and do whatever you want. Here, there are rules. If you guys want to stay out of trouble, you'll need to follow them."

Apacci smirked at Ben. "And since when were you such a model citizen, Ben?"

Ben looked back at her through his rear-view mirror. "Hey! What is that supposed to mean?"

Mila Rose threw back her head and laughed. "Well you're not exactly the perfect boy scout are you?"

Ben looked sheepish but managed to keep his eyes on the road.

"Stop it, you two," Sung-Sun scolded both Apacci and Mila Rose. "After all, you both are what humans would consider first class delinquents. But that's hardly surprising, since you are both so ill mannered."

"Shut up, Sung-Sun!" Both girls yelled at her, "Like you have any room to talk!"

Ben sighed. "This is gonna be a long day."

If only you knew, Ben.

* * *

><p>Well, here it was: judgment time, at least to Ben Tennyson. Ironic of course. After all, Ben knew that school was a breeze compared to saving the world a dozen times. But now...now he would rather go back in time and face Aizen all over again than go through this.<p>

He didn't mind Apacci, Mila Rose, and Sung-Sun coming to school with him. He really didn't. But he knew that everyone would jump to conclusions and he would once again become the topic of some discussion he really didn't want to know about. So, he let out a sigh yet again once the school came into view.

"Well, girls," he said. "There it is."

The girls all sat up in their seats to get a better view of the school. To them, it wasn't all that impressive. After all, most buildings paled in comparison to Las Noches. Already boys and girls were walking inside of it.

"So that's school, huh?" Apacci asked when she looked at it. "Where we go to learn."

"Hopefully it won't be too hard for you, Apacci," Mila Rose taunted. "But since you're so hardheaded, that might be asking a bit much."

Apacci was about to retort in typical fashion but Ben loudly cleared his throat, causing any comment Apacci was about to make fall short.

"Hey, if you guys want to stay out of trouble…" Ben began as he looked over his shoulder and raised an eyebrow at the girls. The girls were caught off guard by the stern look on his face. He finished, "That means no picking fights, especially with each other."

The girls looked at each other before they looked back at Ben. But Ben had turned back to looking at the road to make sure he didn't crash into anyone or anything.

"What if somebody's messing with us first?" Apacci pointed out.

Ben opened his mouth to reply but stopped when as he fully registered what Apacci was asking him. His eyebrows furrowed as he weighed what he needed to say next. He didn't want them to get in trouble, but he didn't want someone else, particularly a guy, trying to get away with messing with them.

"If someone does mess with you," he said. "You're allowed to defend yourself. But only if they're trying to hurt you."

"And what if they're harassing us?" Mila Rose asked.

Man, she did bring up a good point. All three girls were very attractive, and his school was no different than any other school when it came to guys who thought they could do whatever they wanted. especially to girls.

"Get out of there as fast as you can," he relented, knowing full well that he just gave a pathetic answer.

"What?" Apacci snapped. "Get out of there? If some guy tries to mess with me, I'm kicking his..."

"Alright, fine," Ben said. "If someone tries to touch you, you can defend yourselves, okay? But only if they try to touch you and no serious injuries. That means no broken bones, no black eyes, no bruises, none of that."

Apacci folded her arms crossly. "I already hate school."

Despite the seriousness of the situation, Ben couldn't help but laugh at Apacci. "You sound just like me when I was a kid."

Apacci felt her face heat up in indignation from Ben's words.

Mila Rose laughed. "That's no surprise, considering how much of a brat Apacci really is."

"Mila Rose," Ben said sternly.

Mila Rose sighed. "Alright, fine. I'll try to be nice to her."

"Apacci, that includes you too," Ben said. "And you, Sung-Sun."

Apacci, who had been about to make another comment at Mila Rose, immediately snapped her mouth shut at Ben's words. Sung-Sun on the other hand covered her mouth and tried to look completely innocent.

Ben just shook his head as he pulled into the parking lot. Luckily there was an open space nearby so he quickly went for it. Afterward, he parked the car.

"Well, girls. We're here."

The girls all looked at each other. They nodded.

Ben opened his door and got out. Apacci opened her door and Mila Rose opened hers. Once the two were out, Sung-Sun came out on Mila Rose's side. All four of the group shouldered their backpacks.

"Well," Ben said. "Let's go."

Nodding in agreement, the three girls followed him towards the school.

* * *

><p>The students attending the high school were engaged in typical before school activities. Sitting around, chatting, riding on skateboards, reading books. But then something happened that caused all of them to cease what they were doing and make sure that they weren't seeing things.<p>

Typically one would expect it to be Ben that had gotten their attention. For a while, he had. After all, not every school has an actual superhero attending it. But that was not what got their attention now. No, what got their attention were the three hotties right walking with Ben as they approached the school. The first girl who had shoulder length black hair and different colored eyes had a flair that screamed punk. All in all, she looked like a hot "bad girl". The second girl looked like an exotic beauty, with her dark colored skin, her long, wavy hair, and her toned body. Many of the guys noticed that she had a very ample bust to go with it. The third girl looked like a quiet, but very beautiful girl, with her long olive green hair and lavender eyes. She had a very dignified air around her almost like a maiden.

The whole student body just stared in amazement as Ben and these three beauties walked up the steps and into the school. And already the rumors started to fly. Where had Ben met these girls? Was he dating any of them? And if he wasn't, were they available?

* * *

><p>Ben let out a light groan as he and the girls walked down the hallway to find their lockers and then Ben would show them around the school so they'd know about where to go for all their classes. The girls were fully aware that just about every eye was on them. If it wasn't some guy giving them lustful glances, it was some girl glaring at them. No doubt they were being seen as competition. But that didn't matter to Apacci, Mila Rose, and Sung-Sun. They could care less about how these people thought about them.<p>

This was gonna be a lot harder than Ben thought. Judging from the way a lot of those guys were leering at the girls, a lot of them would try to hit on them. And these girls were not the type to be treated like slabs of meat, nor to let some guy push them around. Trouble was gonna come their way. Ben was sure of it.

Speaking of which...

"Hey, Ben!" a familiar voice called.

"Oh, please dear God, not now…" Ben groaned. He and the girls turned to look at a couple of boys that were Ben's age. One had messy brown hair and wore brown t-shirt with blue jeans. He also had round glasses on. His name was JT and with him was another boy with short black hair and dark rings under his eyes, wearing blue jeans and a red t-shirt. His name was Cash.

JT and Cash were Ben's childhood bullies and had been harassing him for years. However, Ben had stood up to them a while ago. Also, during a soccer match between Ben's team and theirs, Ben had stopped Cash from scoring a goal and was made MVP. Then there was the incident involving a robotic alien glove which had tried to take possession of Cash but Ben saved him. Then there was the time those two tried to make themselves famous like Ben. That scheme had not worked.

Of course, back in first grade JT and Ben had been best friends but that all changed after JT met Cash. JT and Ben even ate paste together (according to Gwen at least).

"Hey, Tennyson," said Cash, grinning. He didn't bully Ben anymore, not after knowing about Ben's secret. Ben could kick his butt if he wanted. They weren't friends but they were on more or less amicable terms. "So, where have you been all summer?"

"Oh, around," Ben answered, wishing to not have a conversation with them with the girls present.

The girls looked at the two boys curiously. They acted like they were good friends with Ben, but judging from his reaction, he must have though the exact opposite. Apacci and Mila Rose didn't like the look of them. Sung-Sun didn't really like them either but she didn't want to upset Ben. Hopefully the other two would know not to start anything unless of course these boys acted first.

"So, who are your friends?" asked Cash, taking a look at the three girls and then back at Ben. If his gaze had lingered, he would have noticed that the girls were sending looks of annoyance his way.

This wasn't what Ben wanted to get into on the first day of school. He really just wanted to get the day over with. Ben looked around. He was getting stared but not like when his secret had been discovered. These stares were aimed at the girls. "Well…these are…"

"Greetings," Sung-Sun said politely. "My name is Cyan Sung-Sun."

"I'm Emilou Apacci," Apacci said stiffly.

"And I'm Franceska Mila Rose," Mila Rose said firmly.

"We're new in town," explained Sun-Sung. "And Ben was kind enough to show us around the school. It's our first day, you see."

Cash, trying to be slick, introduced himself, "Well, how about I help Tennyson out. I mean he's always busy being the hero, he may not have time to show you lovely ladies around."

Ben slapped his forehead. '_Cash, you have no idea what you're getting yourself into_…' The three Fraccion may not be as powerful in their gigai, but each of were skilled in combat and could be very lethal. If Cash made a wrong move, which Ben knew he would, then he may end up on their bad side. He knew Mila Rosa and Apacci would not appreciate getting hit on.

Apacci looked like she was about to retort when Mila Rose put a hand on her shoulder. Apacci turned her head to retort at Mila Rose. But Sung-Sun managed to interrupt them both before they wound up making a scene.

"That's very kind of you," she said. "However, our parents are rather fussy when it comes to our safety. That is why they recommended that we stick with Ben for the time being since he's such a well known hero. Parents can be quite overprotective, can't they?"

Ben, Apacci, and Mila Rose all looked at Sung-Sun dumbfounded. How in the world had she been able to come up with such a lie? And right on the spot like that?

Cash snorted. "Tell me about it. Well, alright. But remember ladies, if you ever need someone to show around, just ask for JT and Cash. Trust me we'll be more than happy to."

"By...bye, Ben," JT said, while looking at the girls shyly before walking away with Cash. Once they were a good distance away, Apacci growled.

"That was disgusting," she said as they continued walking down the hallway.

Mila Rose nodded. "Indeed." She looked at Ben. "How exactly do you know them, Ben?"

Ben looked down at his walking feet before answering. "Those guys use to bully me a lot before I got the Omnitrix."

"What?" the three girls exclaimed, looking at Ben in shock.

"Yeah, pretty dumb now," Ben admitted. "But they did probably because I was smaller than them. Made me an easy target that couldn't fight back."

The girls frowned as they took in Ben's words. It reminded them an awful lot of how life was in Hueco Mundo before they became Arrancar. Albeit Ben's suffering was not as serious as theirs, it was no doubt bad for a human.

"Let me guess," Mila Rose said. "They're all friendly now that they've realized you could pay them back for all they've done to you?"

Ben chuckled now. "Oh, don't worry. With the Omnitrix, I've gotten my revenge on them more than once."

Apacci sneered. "Good to know. Man, I can't believe those jerks, trying to hit on us like they're God's gift to women."

"Sadly," Sung-Sun said. "I think we'll be in for more men like that. I don't think they'll attempt anything while Ben is around, but if we are ever away from him or each other...we will need to be on guard."

Apacci smirked. "Heh, after putting up with creeps in Hueco Mundo, this place will be a piece of cake."

Ben looked at her. "Careful, Apacci. You're not as powerful as long as you're in your gigai. Don't get overconfident."

"Yeah, Apacci," Mila Rose taunted. "But that's hardly surprising, considering what a thick head you have."

"What was that, Mila Rose?" Apacci demanded. "You think I'm thick headed."Well look at you. Your head's a thousand times harder than mine."

"Why you!" Mila Rose yelled. "You think my head's harder than yours! Yours is a million times harder than mine!"

Sung-Sun sighed. "Please stop this pointless arguing you two. We are all aware that both of you are incredibly hardheaded."

"Nobody was talking to you, Sung-Sun!" Apacci and Mila Rose snapped at their comrade.

"Ahem!"

The three girls ceased their taunting at each other when they saw Ben looking at them crossly with his arms folded and his foot tapping the ground. It took the girls a moment to realize that they had just gone and done what Ben had told them not to do at school. With sheepish looks on their faces, they mumbled apologies to Ben.

"Alright," Ben said with a sigh. "Come on. I'll show you around before the bell rings."

And so, Ben spent the rest of the time before school to give the girls a quick tour. It wasn't' so bad, but he was fully aware that the girls were getting stares again and groaned. At this rate, some guy was gonna try and hit on them...only to be in for a world of hurt.

Just then the bell rang.

"Well," Ben said. "That about covers everything. Time for us to get to our first classes. See you girls at lunch!"

"See ya, Ben!" the girls called back as each went off to their different classes.

* * *

><p>Ben looked at his schedule and rolled his eyes. His first class was Spanish class. Ben never saw the point. His Ultimatrix could be used as a universal translator. If he could use it to translate alien language to English, surely he could be able to turn other foreign languages to English. But his mom told him to not rely on the Ultimatrix all the time and actually be able to do things with his natural abilities. He knew his mom had a point...but did he really have to take Spanish class?<p>

Ben found the room for Spanish class and walked inside along with the other students that were taking the class. Ben decided to take a seat at the far end of the room. If he was gonna take this class, he was gonna make sure to stayed as far away from the teacher as possible. They rarely called on the ones in the back.

"Hey, Ben," said some guy with slick raven colored hair that almost covered his shoulders. Ben forgot what the guy's name was. "Who were those three babes that were with you this morning?"

_'Figures,' _Ben thought.

"They're some friends of mine. They're new here," was all he replied.

"Really?" the raven haired boy asked. "And...they wouldn't happen to be single would they?"

Ben frowned. "They just got here to school. They said they're not interested in dating right now."

_'At least not with you,' _Ben mentally added. He wasn't sure if the girls still loved him or not, but he was certain that they weren't interested in dating any human guys anytime soon.

"You don't say," the raven haired boy said. But he sounded more like he was interested rather than disappointment. Ben was about ready to make some kind of retort when the door to the classroom opened, indicating that the teacher had just walked in.

_'Well,' _Ben thought as he looked down at his desk and considered drawing little doodles on it just for fun. '_Here we go.'_

"Wow."

"Am I seeing things?"

"Man, what a babe."

"She's...she's beautiful."

"Sexy~"

Ben frowned. His classmates were actually ogling their teacher? Ben had heard about stuff like that before but...it never happened to him. Then again, most of Ben's teachers were either too old for his taste or were men. Ben looked up to see the big deal was about this teacher. The moment he did, his eyes went wide and his jaw dropped.

"No way," he said in a quiet voice that was so low he could barely hear it himself, "No freakin way."

Standing there before him was none other than...

"Hello, students. My name is Tier Harribel. And I shall be your Spanish Teacher for this semester."

There she was. Tier Harribel. Ben could hardly believe his eyes. She was actually dressed like a school teacher. Since she wasn't standing behind her desk, he had a good look at her. Everything she was wearing was pure white. She was wearing white high heeled shoes, a white skirt that went down to her knees, and a white blouse that was completely buttoned up. A little bit of relief to Ben since Harribel had been known not to be very modest. She was even wearing a pair of reading glasses. Hardly necessary, she was most likely wearing them to complete the teacher look.

**_'This_**_ is her job?' _Ben asked himself. '**_She's_**_ my Spanish teacher?' _

Did Apacci, Mila Rose, and Sung-Sun know about this? Did his parents know? Did Gwen and Kevin...Kevin! He was the one who helped Harribel get a job in the first place!

_'I've been set up!' _Ben mentally cried, wanting nothing more than to go Rath on Kevin right now. It took all the willpower Ben had not to fall face first onto his desk, but right now it did help cover up the blush on his face because he couldn't deny that Harribel looked extremely hot as a teacher.

_'Oh crap, I've become a pervert!' _Ben wailed in his mind.

"Alright, students," Harribel said casually. "Open your books to chapter one..."

The whole class went like a blur to Ben. He hadn't listened to a single thing Harribel had said the entire period. He was just so shocked that just sat there stupefied. He knew Kevin loved to tease him about his so called love life but this was too much, way too much. He only snapped out of it when a finger tapped his shoulder, causing him to slightly jump in his seat. He looked to see who had tapped his shoulder and found himself looking right into Harribel's green eyes.

"The bell already rang, Mr. Tennyson," she said in a casual tone as if she and Ben didn't know each other. "You'd better hurry to your next class."

"Huh?" Ben looekd around to see that he was the only one left in the classroom besides her. He quickly got up. "Uh, Tier? What are you doing here?"

"Mr. Tennyson," Harribel said seriously. "Here, you will refer to me as Miss Harribel. Is that understood?"

Ben was thrown off by this. Sure Harribel was serious, but he wasn't really used to her being like this around him.

"Y...yes, ma'am," he mumbled.

Harribel nodded, "Good. Now hurry to your next class."

Ben could only nod as he grabbed his things and dashed out the door.

* * *

><p>Ben's mind was still numb from trying to accept the fact that Harribel was at his school and was his Spanish teacher. So stunned was he that the rest of his classes went by in an instant. And Ben soon found himself sitting at the lunch table. But his mind wasn't on food, so he just played with it using his fork.<p>

"Hey, Ben," a voice greeted him. He looked up to see Apacci, Mila Rose, and Sung-Sun all sitting around him.

"You okay, Ben?" Mila Rose asked.

Ben frowned. He looked at his three friends. "Did you guys know Tier was my Spanish Teacher?"

The girls looked at each other. Sung-Sun's mouth was covered up but Apacci and Mila Rose botH had sheepish grins.

Ben's eyes narrowed. "You did know. And nobody bothered to tell me because...?"

"We wanted to surprise you," Sung-Sun answered.

Ben rolled his eyes. "Oh, I'm surprised alright. You don't have to worry about that."

"Come on, Ben," Apacci said. "It's not that bad."

Ben frowned at her. Not that bad? Not that bad? That was hard to say when your teacher was a woman who was in love with you. What if she tried to do something? Not that Harribel was that type of woman but you never know what might happen. And if something did happen, she could get in so much trouble. Someone might think the wrong thing and accuse her of being a sexual predator. Ben knew she wasn't, but humans unaware of Arrancar wouldn't know any better.

"Ben, relax," Mila Rose said. "Harribel-sama knows about the laws you humans have. She wouldn't do anything that would get the two of you in trouble."

"She just wanted to be closer to you, Ben," Sung-sun said.

Ben tried to keep his face from turning red while looking around the cafeteria, hoping that nobody was eavesdropping on their conversation. All it took was one good listener, and then rumors would spread through the school like wildfire.

"I knew this was gonna be a long day," Ben sighed, holding his head with his hands.

* * *

><p>At long last, the day was finally over. Ben let out a sigh of relief as he closed his locker and prepared to head out of school. No doubt Apacci, Mila Rose, and Sung-Sun were at his car waiting for him by now.<p>

As Ben walked down the hallway, he passed by Harribel's class room. There, he heard a voice.

"I must say, Tier, I don't think I've ever seen someone so fluently skilled in Spanish before."

Ben paused. Suspicion lurking in his mind, Ben walked over to Harribel's room. He pressed his ear against the door.

"I am flattered you think so highly of my skills," Harribel replied to whoever was also in the room. "However, I would appreciate it if you would refer to me as Miss Harribel."

"Miss?" The other voice, a man's voice, said. "You mean a beautiful woman like you isn't married? I'm surprised."

Ben clenched his fists. Whoever this guy was, Ben didn't like the way he was talking to Harribel.

"Anyway," the man said. "Let me give a proper welcome to the school staff. How about I take you out to dinner?"

Ben rolled his eyes. Figures. If Apacci, Mila Rose, and Sung-Sun were getting hit on, of course Harribel would. And this guy was pretty daring if he thought he could take Harribel to dinner on the first day.

"That's very kind of you," Harribel said calmly. "However, I'm afraid I have to leave now."

"Oh, that's too bad," the man said. "Well, I'll see you around then."

Ben heard footsteps coming and quickly moved away from the door. Out of the room stepped a tall man with straw colored hair. He was wearing an apron that had paint stains all over it. Ben knew that this guy was the art teacher, but couldn't remember what his name was. The art teacher didn't seem to notice Ben was he walked down the hallway. Ben was about to move from his spot when the door opened again, this time whacking him in the face.

Harribel, the one who had opened the door, felt it hit something and quickly looked to see what happened. Her eyes widened when she saw Ben's dazed look.

"Ben!" she said, immediately at his side. "I'm sorry. I didn't know you were there."

"Don't mention it," Ben mumbled, checking his nose to see if it was broken or not. Luckily it wasn't. Would have been awful and not just because it would have been broken. No, it would have been bad because he had gotten his nose broken by a door. A door! After rumbling with some of the worst foes this and beyond universe had to offer, it would have been a disgrace to get a broken nose by a door.

"What were you doing behind there?" Harribel asked.

"I heard voices," Ben replied after confirming that his nose wasn't broken.

"Ah," Harribel said. "Yes. Mr. Thomas, the art teacher. Hmm…he's not the first one to have approached me today."

"Say what?" Ben asked, his mind completely off his nose and reputation.

Harribel frowned. "Many of the male teachers have been approaching me today."

Ben frowned and his eyebrows furrowed. Even though they were his teachers, he still considered them jerks now. He probably wouldn't have if it was someone he didn't know, but since he and Harribel were...friends...it made him upset.

And his upset showed, because Harribel noticed the look on his face. Despite that it wasn't a friendly look, Harribel was glad. Could this mean Ben was jealous? Harribel knew it was wrong to hope so, but if he was jealous, that showed just how much he cared about her.

"So, uh," Ben said, snapping out of his little mood. "How...how did you get here anyway?"

Harribel shook her head. She looked around the school to see if there was anyone else in the hallway. She whispered to Ben, "Later. We'll talk more at home, Ben. It's too risky here."

Ben opened his mouth to say something when he realized that she had a point. Who knows what might happen if people found out that he and Harrible were familiar with each other.

"Well," Ben said, trying to take like a student casually saying good-bye to his teacher. "Have a good day, Miss Harribel."

Harribel nodded. "Have a good day, Mr. Tennyson."

With that, the two went in different directions to leave the school.

* * *

><p>Ben walked outside where the other girls were waiting for him. Ben unlocked the car and they all loaded up. Once they drove out of the parking lot and got on the road, Ben finally got all his wits together.<p>

"So girls," Ben said to his friends. "How was your first day at school?"

Apacci snorted. "Boring. I nearly fell asleep."

Ben grinned. Trust on Apacci to do something like that. He would know. Back when he was younger, his teacher got upset with him for falling asleep in class.

Mila Rose sneered at her. "I'm surprised you managed to go a whole day without losing your temper. You sure impressed me, Apacci."

"Mila Rose," Ben scolded before Apacci could insult Mila Rose back.

"Well," Mila Rose said. "I like gym class. We were playing football."

Ben looked at her through the rear view mirror. "Oh? How was it?"

Mila Rose grinned. "The guys were upset because I wasn't a boy. Said they could use someone like me on their team."

Apacci groaned. "Stupid sexist jerks."

Ben didn't know how to argue that point. Even in this day and age, there were some activities that were very gender specific.

Sung-Sun spoke now, "I've taken an interest in music class."

"You did?" Ben asked. "Any instruments you like?"

Sung-Sun shook her head. "No, I haven't decided yet."

Ben nodded his head. Then he remembered.

"So...anything else happen?"

The girls looked at each other.

"If you talking about guys dogging our every moments," Mila Rose said. "Then yes."

Apacci growled, "Those idiots."

"They would be nice if they weren't so full of themselves," Sung-sun commented.

Ben nodded. "Yeah, they tend to do that, especially around the pretty ones." What he just said registered in his mind, causing Ben to snap his mouth shut and focus intently on the road.

The girls, however, had heard his statement and were completely surprised. Ben just called them pretty. Despite the fact that they had decided to let Harribel and Ben be together, they couldn't help but faintly blush at Ben's words.

"So," Apacci said after recovering. "Are we heading home?"

Ben took one hand off the wheel to tap his chin. "Nah. How about we celebrate your first day at school by going to Mr. Smoothy?"

The girls all grinned. Over the summer, they saw that Ben really enjoyed his smoothies, as he went to Mr. Smoothy on a daily basis. While Ben had some very weird tastes when it came to flavors, the girls enjoyed the most basic drinks the place had to offer.

* * *

><p>So now Ben and the girls were driving back home, each other enjoying a nice relaxing smoothie. Apacci had gotten a raspberry flavored smoothie, Mila Rose had gotten an orange flavored one, and Sung-Sun had gotten a grape flavored smoothie. Ben on the other hand had gotten a combination chocolatecarrot smoothie.

"Got to admit," Apacci said after taking a big drink. "These smoothies are pretty good."

Ben grinned as he slurped on his. "Glad to hear it. Now if only we could get Kevin to like them."

Mila Rose chuckled as she fiddled with the straw. "He'd probably like them if you didn't order those weird flavors all the time."

Ben raised an eyebrow. "Oh, come on. They're not that bad."

The girls gave uneasy glances at each other. "We'll take your word for it, Ben."

Just then there was a loud boom. A tremor went through the ground and even caused Ben's car to lightly jump.

"Whoa!" Apacci said. "What in the world was that?"

As if in response to her question, people were now running through the streets, their screams audible to the car's passengers.

Ben, however, groaned. "Looks like it's Hero Time!" He swerved the car over to the side and parked. No sooner had he done so did he snap off his seatbelt, get out of the car, and headed towards whatever it was causing this disturbance.

Mila Rose grinned as she and the other girls undid their seatbelts and got out of the car. "I think Ben was enjoying his "crime-free" summer."

"Well," Sung-Sun as she stretched her arms. "Kevin and Gwen were forced to deal with the crime while Ben was in Hueco Mundo with us."

Apacci straightened out her back. "Well, we might as see which of Ben's bad guys he's up against."

Sung-Sun looked at her. "Are you sure that's wise? Our Gigai prevent us from using our powers, remember?"

Apacci smirked. "Have you forgotten? That Urahara guy made sure we could still use a good amount of our strength even in our gigai. We're still stronger than an average human."

"Apacci!" Mila Rose snapped at her and quickly looked around to see if anyone had eavesdropped on their conversation. So far everyone was too busy trying to get away from whatever was attackign them to pay attention. Good. "Careful what you say. We can't afford people overhearing stuff like that."

Apacci glared at her but simply snorted. "Come on. Ben's' waiting for us." Without waiting for the other two, Apacci dashed off in the same direction Ben went.

Mila Rose and Sung-Sun looked at each other and nodded. Soon, they headed off too.

* * *

><p>It was never too hard to find out what was scaring crowds of people. Just head in the direction they were running from and you would find out soon enough.<p>

And that was exactly where Ben was going, the direction all these people were running from. He would have stopped and asked what was wrong, but he had nearly been bowled over enough just by running.

"Sheesh," Ben uttered as he moved out of the way before a big guy eating a hot dog nearly plowed him over. "You'd think people would have been used to what goes on around here by now."

But then something demolsihed a wall of a nearby building. As the dust cleared, Ben could make out what appeared to be some weird kind of animal. It looked like a giant frog, a pretty big one at that. Luckily it was not as big as Way Big, but big enough to give Humongousaur a challenge. It had four eyes and a pair of horns sticking out of its head.

"What in the..." Ben started to say. Then it dawned on him. "Oh no, don't tell me."

Just then the dust fully cleared and Ben could see someone riding on top of the giant frog creature. It looked like an elderly man with long white hair. He had a strange, metallic headband around his head. The man looked at the screaming masses and laughed.

"That's it, you pathetic fools! Run! Run for your lives! Let no joyful voice be heard! Let no one look to the sky with hope! And woe to all who witness the return of...Dr. Animo!"

Ben deadpanned, "Dr. Animo? I'd rather take on the Forever Knights. And what's with that monologue? Oh come on. If he's trying a new angle, he's definitely got to work on it." He took a look at the frog. "This one's a lot different than his old one, a lot bigger and a lot uglier."

"Hey, Ben!" a voice called behind him. Ben turned to see Apacci, Mila Rose, and Sung-Sun running towards him.

"What in the world is that?" Mila Rose asked, pointing at the giant frog. "And who's that guy on top of it?"

Ben sighed as he looked at his foe. "That's Dr. Animo, mad scientist."

Apacci cringed. "Like Szayel?"

Ben snorted. "Don't worry. Szayel's way worse than this guy is. I mean, Animo used to be a big threat...but he's really lost his edge over the years."

Sung-Sun looked at Ben curiously. "Years?"

Ben grinned now as he folded his arms. "Yep, I fought this guy back when I had the Omnitrix. Back when I was ten years old! And I always won!"

Apacci looked at Ben and then at Dr. Animo, who was sending his mutant frog on a rampage. She commented, "This guy must be pathetic if a ten year old can beat him, even if it was a ten year old with a watch that lets him turn into a bunch of aliens."

Ben grinned as he turned to face Animo again. "This shouldn't take long." With a confident stride, he walked over to where Dr. Animo was perched on top of his mutant frog. The creature, apparently sensing Ben's presence, turned around to see him. Dr. Animo was visibly confused by his creature's actions until he saw Ben walking towards them.

"Ah, Ben Tennyson. I thought something was wrong with this picture," The mad scientist said with a grin.

"What?" Ben asked. "That I didn't kick your butt yet. Don't worry, I'm getting to that," Ben said snidely.

"Mock me while you can, Ben Tennyson," Dr. Animo said to him. "I have learned from our past battles..."

"That'll be a first," Ben remarked. "If you had learned, you would know by now that you can't beat me."

The girls were a little surprised by this. Ben hadn't been this confident back in Hueco Mundo. It was probably because he was dealing with a foe he had beaten many times in the past.

"As arrogant as ever, I see," Dr. Animo said, not impressed with Ben's comments.

Ben made a face at him. "Look who's talking, _D'void_!"

Dr. Animo snarled in anger. Yes, that was the name he had taken when he had been taken over the Null Void and, personally, that was when Animo had been a really serious threat. That was until Ben figured out his weakness and took away his power. Ever since then, Ben had considered Animo a joke. But at least he wasn't as bad as Ssserpent. Now that guy was a wuss.

"Fortunately, Ben Tennyson," Dr. Animo said. "I know your weakness. You care for the innocent bystanders." Dr. Animo seemed to be searching for something through the crowds of scattering people when his eyes apparently landed on a suitable target. "There, my pet! Take her!"

On command, the huge frog opened its mouth and a red carpet of a tongue shot out. Before Ben could do anything, the tongue reached over to someone, wrapped them up, and then lifted them into the air.

"I believe you would be less willing to oppose me if I was to have a hostage," Animo said, pointing at whoever it was that was wrapped in his frog's tongue. Ben looked up to see who it was that Animo had caught. His eyes widened.

"Tier!" he cried.

Apacci, Mila Rose, and Sung-Sun gasped. "Harribel-sama!"

Sure enough, it was none other than Harribel who was wrapped up in the frog's tongue.

Dr. Animo sneered at Ben. "Oh, so you know her, do you? Excellent." A red circle on Animo's headband shone for a moment. The frog lifted its tongue to the top of its head and unraveled Harribel. Animo quickly got behind her and put her arms around her like a cop arresting a crook. "If you value her safety, Ben Tennyson, you will not stand in my way."

Dr. Animo expected a variety of reactions from Ben, namely Ben getting angry at him or begging him not to hurt this woman. What Ben was doing instead left him completely baffled. The boy...the boy was smirking at him. Why was he smirking at him?

"Animo," Ben said with a grin. "You don't know just how bad you messed up."

Dr. Animo looked at him in confusion. "What do you mean by that, Ben Tennyson?"

"He means," Harribel said calmly to Dr. Animo. "That you were a fool to take **me **as a hostage."

While Harribel did not have her Zanpakuto and had her powers sealed off, she was still a fighter. And Dr. Animo was merely a human. Also, Urahara Kisuke had been kind enough so that her strength was not entirely limited by her gigai. While her strength was nothing compared to her power as an Espada, she was stronger than an average human at least and far stronger than this man. She broke out of his grip with relative ease. Before the stupefied man could do anything, Harribel slammed a kick to his midriff. Her leg strength, combined with the fact that she was wearing high heeled shoes, caused Animo to actually fly off the giant frog. He landed to the concrete with a loud thud.

Despite being in pain, Animo was not unconscious. He weakly looked up at Harribel in shock.

Harribel narrowed her eyes at him. "Did you think I was weak merely because I was a woman?"

Animo gulped. Desperately, he pulled out a strange device from behind his back, which was somehow intact despite Animo most likely falling on it when he fell down.

Ben cringed. "Harribel, look out! That's his mutant ray! That's how his frog looks like that!"

Dr. Animo was about to fire his mutant ray at Harribel, but she leaped off his frog just as he fired, causing the beam to pass harmlessly beneath her. Harribel landed on the ground in front of Animo and kicked his mutant ray out of his hands. Animo gritted his teeth to prevent himself from crying out in pain. Harribel grabbed him by the shirt and pulled him forward. Animo squeaked as Harribel glared at him. Then her eyes wondered up to his headband. She grabbed the headband with her free hand and yanked it off. Animo hissed in pain. Then he realized what she had done.

"You fool!" he cried in anger. "That was the only way I could control the beast!"

Harribel paid him no attention and looked over at Ben. "Ben? If you wish..."

Ben grinned at her. "No problem." he activated the Ultimatrix, turning the dial to the alien he needed, and slammed it down. In a flash of green light, Ben turned into Rath. The giant frog, no longer under anyone's control, turned its head to look at the source of green light. But just as it turned its head, Rath slammed into it, sending them both crashing into the ground.

"Let me tell you something, giant frog thing!" Rath yelled. "Nobody messes with Rath's town without getting a beat down!" Rath pulled back a clawed fist and sent it crashing right between the frog's multiple eyes. The blow sent the frog soaring through the air but Rath didn't end his attack there. He leaped into the air as well.

"Polaris Piledriver!"

Rath slammed his body into the frog, who in turn slammed into the ground. The result was spider web-like cracks in the road. Rath managed to get back up to his feet but the frog was out cold. In a flash of green light, Ben turned back to normal.

"Well, that was easy," Ben said, brushing his hands.

"Think again, Ben Tennyson!"

Ben turned around to see Dr. Animo with his mutant ray pointing right at him.

"At last," Dr. Animo said triumphantly. "Victory is mine!"

"No. It isn't."

Dr. Animo turned around just in time to receive a punch to the face by Harribel. The blow caused Animo to spin in the air for a moment before crashing to the ground. A weak groan signified that he wasn't getting up for some time now.

Ben let out a sigh of relief. "Thanks, Tier. I can't believe this guy almost got the drop on me."

"Of course, Ben," Harribel said softly. "You know I would protect you."

Ben felt a blush coming onto his face. "Er, yeah, well, I uh..."

"That was amazing!"

Apacci, Mila Rose, and Sung-Sun ran over to Ben and Harribel.

"Ben, Harribel-sama," Sung-Sun said. "The two of you were simply amazing."

Mila Rose nodded. "You taught that freakshow not to mess with you."

Apacci grinned. "That's what a guy gets when he tries to mess with Harribel-sama."

"Miss, that was absolutely amazing!"

Ben and the four girls turned to see a news crew coming towards them. Ben thought they had come to get another interview with him, but this time they were gathered around Harribel.

"Miss," said the news anchorman. "We just caught the whole thing on camera and the way you dealt with Dr. Animo was breathtaking. I've never seen someone move like that except in the movies. What's your name, miss?" The anchorman held out his microphone in front of her face.

Harribel looked the microphone for a minute and spoke into it. "My name is Tier Harribel. I'm a Spanish teacher at the local high school."

"A teacher? Well that's the first time I've seen a teacher with moves like that. Do you happen to teach a women's self defense class also?"

"A women's self defense class?" Harribel asked.

"Yeah, you know, one of those classes where they teach girls martial arts to fight off unwanted boys."

Harrible was surprised. She knew of only so few things in the human world, but it never occurred to her that there would actually be a school that taught women how to properly defend themselves.

Just then the sound of screeching tires got everyone's attention. Coming to a halt nearby was a blue news van. Ben paled when he saw what was written on it.

Harangue Nation.

Ben moaned, "Oh, man. Not him."

Another news crew popped out of the van with equipment at the ready and out in front was the one guy that Ben was definitely not in the mood to put up with, Will Harangue.

"Okay, Mr. Harangue," said the cameraman. "We're live in five, four, three, two..."

"Good afternoon, America," Will Harangue said. "I'm Will Harangue and you're watching the Harangue Nation. Just a few moments ago, the city was terrorized and partially destroyed by the deranged scientist known Aloysius James Animo and of course, that menace to society, Ben Tennyson."

Ben scowled in anger.

Apacci, Mila Rose, Sung-Sun, and Harribel all frowned. They had only seen this man on the news, where they watched him call Ben a menace to society and a threat to humanity. If this man was only aware of the good Ben had done for this planet. Ben didn't have to put his life on the line for these people. He didn't have to face death nearly every day for them but Ben chose to do it anyway. So much for gratitude.

"As you can see from the destruction that Dr. Animo and Ben Tennyson caused," Harangue said. "The city is yet again in need of repair and let's hope that some of these unfortunate people have good car insurance. You know if Ben Tennyson wasn't around, great minds like Dr. Animo would never have turned to a life of crime."

Before anyone could say anything, Harangue and his crew went over to where Harribel was, shoved the other news crew aside, and got right in front of Harribel.

"According to sources, this woman was recently a hostage of Dr. Animo to use as leverage against Ben Tennyson. While Tennyson and Dr. Animo's abomination of nature battled each other, this woman actually succeeded in freeing herself and subduing Dr. Animo. It's time like these where we must ask ourselves if we are truly safe. This woman's life was in danger because of Tennyson. But the fact that she was able to subdue Dr. Animo on her own without Tennyson's help clearly shows that we do not need his so called "help" and are perfectly capable of handling things on our own. I will now have an exclusive interview with this woman right away." Harangue looked over at Harribel. "Miss, may I ask you for your name?"

Harribel raised an eyebrow dubiously at Harangue but answered his question, "My name is Tier Harribel. I'm a Spanish teacher."

"Is that so?" Haragnue asked in surprise. "Well from what my sources tell me, you're quite the fighter for a Spanish teacher."

"It is always good for one to know how to defend themselves," Harribel replied.

Harangue nodded. "That's understandable, especially with a madman like Ben Tennyson running around." He looked over at Ben and glared at him, which Ben gladly returned.

Apacci looked like she was about to retort but Harribel stopped her with a stern glare that silenced her immediately. Harribel then brought her attention over to Harangue.

"You do not seem very fond of Ben Tennyson," she commented.

"Of course not," Harangue said, "He's a threat to humanity and shouldn't be allowed to walk the streets of our community."

Harribel's eyes narrowed. "Why?"

"Why?" Harangue asked. "Just look at this!" He waved his hand over the destruction. "He's responsible for this."

"Wrong," Harribel corrected. "This was not entirely his fault. That creature of Dr. Animo's did most of this destruction. If Ben had not stopped it, who knows how much more destruction the creature would have caused."

A crowd of civilians, which had gathered around, began mumbling amongst themselves about Harribel's words. Harangue was caught off guard by this sudden interruption. Not to mention he hadn't counted on this woman supporting Ben.

"May I ask you something, Mr. Harangue?" Harribel asked. "How is it that you can call Ben a threat to humanity after all he's done for this world?"

"Done for this world?" Harangue repeated. "He's..."

But then Harribel shot him an even fiercer glare than the one she had given Apacci. Harangue didn't know what it was about this woman, but the look in her eyes made his mind go blank, his tongue stuck to his mouth, and his legs like jello. So he said nothing, as Harribel continued speaking.

"This boy...this amazing boy, has put his life on the line for this world, for its people, ever since he was ten years old. A child should not have to bear such a burden on their shoulders, and this...this smear campaign is how you repay him? This is the thanks he gets?"

Harangue gulped visibly when he noticed that the bystanders' talking was picking up in volume now.

But Harribel was not done, "No one asked Ben to save this world. No one asked him to face death every day to keep others safe and yet he does it without regard for his own life. And **you**," she zeroed in on Harangue, who took a step back in reflex, "You have the nerve to treat him like he's some kind of monster instead of the hero he truly is. But he's not the monster, is he? No. There's only one monster I see. And it's right in front of me."

The crowd gasped as they realized that Harribel was calling Harangue a monster. He began motioning with his hands to the cameraman to cut the feed but Harribel took a step forward, causing him to panic.

"No," she said. "I will let my voice be heard. This is for all who consider Ben a threat or a menace. Let me ask you all one thing: if Ben wasn't around to save you from the real monsters...do you think you'd stand a chance?"

With that, Harribel folded her arms, clearly signifying that she was done talking and she left a stunned crowd by her words. Without bothering to see if Harangue would reply, Harribel turned around and walked off. Harangue tried to find the words to say, but none could come to mind. After all, he had just been called out on live national TV.

With a smirk on his face, Ben looked at Apacci, Mila Rose, and Sung-Sun. He indicated with his thumb for them to get going. Nodding in agreement, the girls followed him back to the car and got in. Shortly after, they drove off.

* * *

><p>"Man!" Ben said as they reached his house, "I can't believe Tier actually went and said that to Harangue!"<p>

"Well what did you expect?" Apacci asked him. "That...that jerk shouldn't have talked about you like that."

In the old days, Apacci would have had a more colorful choice of word to say about Harangue but she had mellowed down in her swearing since being around Ben's parents.

Mila Rose nodded. "We were all about to say something but Harribel-sama beat us to it."

"Hopefully Harangue will learn to leave you alone from now on," Sung-Sun said hopefully.

Ben thought about it for a moment as he pulled into the drive way. "I don't know. He'll probably try to find some way to twist everything around."

"I don't think so," Sung-Sun said. "Remember how that man said the interview was live. Since it was live, Harangue cannot alter what Harribel-sama said about him."

Ben's eyes widened as comprehension dawned on him. "That's true. That's true! It was live!" Ben laughed. "Harangue just got owned on live TV! Haha! Take that, Harangue!"

Apacci and Mila Rose grinned. While Sung-Sun's mouth was covered up by her sleeve, it was most likely that she too was grinning, or at least smiling.

Ben laughed a minute as he parked his car and then slowed down his laughter. He gave a small smile as he undid his seat belt.

"And...it...it was kind of nice...for Tier to say those things about me. She didn't have to..."

"She knows she didn't have to, Ben," Sung-Sun said softly. "She wanted to."

Ben paused when he was halfway out his car. Even though he should have seen this coming...it still left a strange feeling in him. Perhaps because he was seeing just how much he meant to Harribel. Scratching the back of his head, he got out the car and walked towards his house. As the girls started getting out, they shared a knowing look with each other. Perhaps now, more than ever, Harribel had become closer to Ben's heart.

* * *

><p>The girls and Ben soon got inside the house. No sooner had they done so, did Ben feel something soft collide with his face. He was disoriented at first but then his face was flushing when he realized what had just collided with his face.<p>

"Welcome home, Ben," Nelliel said sweetly.

Unknown to him, the three girls behind him scowled deeply at Nelliel's welcome home affection.

"Hello, Ben," Sandra called from the kitchen. "Did you have a good day at school?"

"It was...interesting," Ben answered, debating whether or not to tell his mom that Harribel was now one of his teachers. "So, is dad home?"

"Carl said he'd be a little late," Sandra said.

Ben nodded. Well, nothing bad going on here.

Just then there was a knock at the door. Looking at each other in confusion, everyone's eyes turned to Ben as he walked over to the door and opened it. Standing in the doorway was none other than Gwen, Kevin, and...Lilynette?

"Um...hey," Ben said.

"Hey, Ben," Kevin said with a huge grin on his face.

"We heard what happened on the news," Gwen said, standing next to Lilynette. "Sounds like Harribel really told Harangue off. It's about time. Too bad we weren't there to see it."

"We also came by to see how your first day at school went," Kevin said, that grin still on his face.

Ben scowled deeply when he saw that look on Kevin's face. "Oh, I think you know exactly how my day went, Kevin."

Sandra came out of the kitchen to see who was at the door. "Oh, hello Gwen, Kevin, Lilynette. How was your first day at school?"

Lilynette snorted and had a pouting look on her face.

Ben did a double take. "Hold on. _You're _going to school too?" he asked Lilynette.

Lilynette groaned and looked down in shame. "Yes," she replied.

"Lilynette, there's nothing wrong with going to school. It's good for you," Gwen said gently.

"It's stupid and boring!" Lilynette complained. "What's the point of me learning all this stuff? It's not like I need to know it in real life and they treat me like a stinking child!"

"Well you do look the part," Kevin commented, causing Lilynette to retaliate by kicking him in the shin. Smirking after hearing Kevin grunt in pain, Lilynette looked over at Ben.

"By the way, Ben," she said. "How does it feel to have Harribel as your new teacher?"

Gwen did a double take now. "Say what?" she asked.

Kevin nodded. "Yeah, I kinda helped Harribel get a job at Ben's school as a Spanish Teacher."

Gwen's jaw dropped. "How...how did you do that? Kevin, do you have any idea how much stuff you'd have to go through? All the paperwork, the credentials, the recommendations. How in the world were you actually able to...?"

Kevin's grin only widened. "Let's just say I know a guy who knows a guy and leave it at that."

"_Kevin_," Gwen said in annoyance. "This is way too risky and illegal. For one thing, if people found out that Harribel and Ben are living together..."

"What? So do a whole bunch of other people. And technically, Ben's parents are here with him most of the time. It's not like he and Harribel are married. _Yet._"

Ben's face turned crimson at what Kevin was implying. Nelliel on the other hand bit her lip. Yes, she did respect that Harribel had feelings for Ben...but if she was rather hoping to have the honor of being Mrs. Tennyson, not Harribel.

"But Kevin," Gwen argued. "People might accuse her of being a sexual predator or being in contact with a minor. They'll try to throw her in jail."

Apacci snorted, "As if they could."

"We will protect Harribel-sama," Mila Rose declared.

"And I am certain Ben would too," Sung-Sun said. "Isn't that right, Ben?"

"Of course I'd help her," Ben said. "Why would you think I wouldn't?"

The three girls were rather hoping that Ben would say something that showed how much Harribel meant to him, but they would have to be content for now. After all, slowly but surely, Ben was getting there.

Just then a voice spoke, "Hello, everyone. I'm back."

Everyone turned to see Harribel standing in the doorway. Nelliel was temporarily taken aback by Harribel's choice of clothing and couldn't help but be slightly annoyed. While Harribel was being surprisingly modest with her appearance, she would definitely be, and no doubt had been, turning heads.

Gwen was the second one to be utterly shocked in Harribel's appearance. Her thoughts were on the same pattern of thinking as Nelliel's, minus the jealousy part of course. She was just grateful that Harribel had the decency to have her blouse buttoned up. She glared a little at Kevin. If he had something to do with this...oh ho was he gonna get it.

"Welcome home, Tier," Sandra said with a smile. "How was your first day teaching?"

Ben and Gwen's heads immediately snapped to look at her.

"It was...interesting," Harribel said. "Many of the students were loud and troublesome and others were more content in simply staring at me than actually paying attention in class."

Ben scowled yet again. Nelliel noticed this and felt a weight form inside of her. Harribel had apparently become very close to Ben now. So...where was Nelliel to him in all of this?

Sandra nodded at Harribel's words. "I had a feeling it would be like that. But don't worry. I'm sure they'll learn to respect you."

"Hold on a minute," Ben said after realizing something. "You mean you knew Harribel was going to be my teacher?"

"Of course, dear," Sandra said. "Tier told me about it before she applied for a job. I do admit I was a little uncomfortable due to the fact that she was forging credentials and those other things, but I decided to let her do as she wished. Besides, I figured she would be able to get you to apply yourself more at school. Just because you're a hero does not mean I'm gonna let you shirk off on your grades."

Ben blanched. "You mean...you allowed Tier to become a teacher...just to make sure I did my schoolwork?"

Kevin and Lilynette both laughed heartily at this new revelation.

"Oh man, Ben!" Kevin said with a laugh, "Sucks to be you right now."

Ben glared at him angrily.

* * *

><p>The rest of the day was somewhat uneventful. Apparently Lilynette had gotten in trouble on the first day of school. She kept getting into fights with the other kids and was rude to the teachers. Gwen was able to calm the teachers and convince them not to expel or suspend Lilynette but it was definitely a close shave.<p>

Ben was never able to figure out how exactly Kevin had been able to get Harribel hired as an actual teacher. Kevin stuck to his simple "I know a guy who knows a guy" and would say nothing more on the subject so Ben just gave up.

Not long after, Ben had gotten emailed by Jimmy, who said the news was buzzing ever since Harribel had told off Harangue. Ben's fans had applauded Harribel and gave her all kinds of online awards, honors, and titles. Kind of useless actually since Harribel didn't use the internet but it was the thought that counts. Of course, some people began coming up with theories about why Harribel thought so highly of Ben. Some people thought that Ben had saved her life once and that was why she defended him like that. And then Jimmy told Ben that some people had said that because Harrible had spoken so highly of Ben, she was probably some sort of cougar.

"She is not!" Ben had yelled angrily when Jimmy had told him that piece of news. "They don't know her, so what gives them the right to say that!"

Naturally Jimmy had been scared stiff by Ben's outrage. Ben forced himself to calm down and try to smooth out the situation. He told Jimmy to do whatever he could to stop those rumors. He didn't want to hear any more stuff like that being said about Harribel. Jimmy asked to know why it bothered Ben so much...but Ben never gave him a straight answer.

And now, Ben was sitting on the rooftop of his house, thinking about how his life had gotten turned upside down even more. Ah well, it could have been worse.

"Ben?"

Ben jumped a little at hearing someone call his name. Luckily he didn't jump off the roof. "I'm right here."

Harribel stuck her head out the window and saw him sitting on the roof.

"Your mother said you come up here sometimes," she said softly. "May...I come join you?"

Ben blinked at her question but seeing no reason why not, he said, "Sure thing. Come on up."

With ease, Harribel was able to climb out of the window and walk on the roof over to where Ben was sitting. She sat down next to him. While she sat close to him, she did leave some space so that their bodies did not come in contact with each other. While Harribel loved Ben, she did not want to make him uncomfortable. If Ben noticed this, he didn't show it.

"What are you doing up here?" Harribel asked, trying to start a conversation.

"Huh?" Ben asked. "Oh, just thinking."

"About what?" Harribel pressed on.

"Just...stuff," Ben said vaguely.

Harribel did not press further, simply being content sitting next to him for a moment. Then, she asked the question that had been on her mind for some time now.

"Ben? Does it bother you than I'm your teacher now?"

That got Ben's attention. He looked over at her.

"What makes you say that?" he asked.

"I could tell that you are at least somewhat uncomfortable with me being your teacher," Harribel replied.

Ben sighed as he looked down at his hands, which he had resting on his knees. "I'll admit that I was a little...surprised when I found out what your job was. And well, I did find it a little awkward. I mean, since you and I...live...together...and to see you as my teacher..."

"Do you...not want me to be your teacher?" Harribel asked him.

Ben looked at her for a moment then shook his head. "Now that I've gotten used to it, it doesn't seem so bad. I'm afraid you'll probably call on me in class plenty of times."

"I do need to make sure that you are learning your lessons," Harribel said. "Of course, if you are having trouble, I could always tutor you. It's an advantage of having your teacher live with you."

Ben grinned. "Good point."

Harribel smiled at Ben's grin and the two once again sat in silence. After a while Ben spoke. "Thank you."

Harribel turned her head and looked at him. "For what?"

"For what you said to Harangue," Ben explained. "Thank you."

Harribel looked at Ben silently for a moment, then she reached out with her hand and placed it on his cheek.

Ben gulped as he felt his face warm up. "Tier?"

"He has no right to call you those things," she said softly. "Everything you have done for this world, these people should be treating you with much more respect."

Ben nodded, then scratched the back of his head. "Well, I guess the damages I cause sometimes is a good reason, even if I am saving all their butts."

Harribel shook her head. "Things such as "damages" are to be expected. Nothing in any world is without sacrifice, regardless of how great or how minimal it maybe. Would they rather you do nothing and have their lives be sacrificed instead?"

Ben was taken aback by Harribel's question, though he had to admit that she was right, in a turnabout kind of way.

"Ben, you have done so much for this world, for Hueco Mundo, and for Soul Society. And never once did you do it out of personal glory or lust for power. You did it because you chose to do it. And that...that is what makes you special."

Ben felt a light blush on his face, which was a big improvement than the usual crimson he would get in situations involving in the girls. Just then he felt something soft on his cheek, causing his face to redden some more once he realized that Harribel had just kissed him.

"While you may not feel the same way towards me…" '_Yet.' _Harribel mentally added. "Allow me to show my affection."

Ben felt himself becoming nervous. "Uh..."

Harribel smiled lightly again before pulling him into an embrace. Unlike Nelliel's, which were overenthusiastic and often cutting off his oxygen, Harribel's was gentle and comfortable. Although Ben did feel a blush whenever his body came in contact with Harribel's for obvious reason.

"Good night, Ben," Harribel said in a low voice that sent shivers up Ben's spine. She then slowly released him and went to go back inside the house, leaving a stupefied Ben behind.

* * *

><p>What Ben and Harribel did not know was that Nelliel had been eavesdropping on their conversation. She had been looking for Ben and had gone into his room to see if he was there. She had been about to leave when she heard voices coming from the window. Curiosity getting the better of her, she went over to the window and overheard Ben and Harribel's conversation. When she heard that Harribel was about to come back in, she quickly left the room before anyone would know she was there. And once again, that weight like feeling was back inside of her.<p>

Ben and Harribel were becoming very close now. Nelliel was worried that maybe...maybe Ben would prefer Harribel over her. While she could understand Harribel's own feelings for loving Ben, she wanted to be the one in Ben's life. But seeing the way the two had been interacting, she was really worried that Ben was getting farther from her instead of closer.

"What can I do?" Nelliel asked herself, trying to think of a way for her and Ben to become closer again.

* * *

><p><strong>End of Chapter<strong>

_Scourge: Well everyone. That's all for chapter one. Yeah, I know. Not very good in the action department, was it?_

**Okay, okay. You made your point, Scourge. Look, I promise that there will be more action in the future chapters.**

_Scourge: There'd better be or this story is just gonna be one of those romance-drama types. And let's face it, this story needs to be a lot better than one of those._

**Granted. Well viewers, for all of you who might be wondering, Ben still hasn't decided who he wants to be with.**

_Scourge: If I wasn't dating Fiona, I'd take them both._

**I have a feeling you would. Anyway, the reason why this chapter is mostly about Harribel is because I rarely gave her the proper time in Volume I. Aside from the constant broken record thing about how she's in love with Ben. This volume, I will work on connecting them more emotionally and more realistically than it was in the first volume.**

_Scourge: No arguments there. You made a lot of mistakes in Volume I you really need to work on._

**Well, live and learn, eh? Okay, viewers, see you next chapter!**


	2. All hail the King!

**Disclaimer: Ben 10 and Bleach do not belong to me.**

_Hello, everyone. I know what you must be thinking. "Finally! Grimlock gets off his lazy butt and starts working again." I apologize to everyone for the long wait. Schoolwork sucked out the inspiration from me. I couldn't think of what to write or how to go about my chapters until now. But at least I'm finally working on my story again, thank goodness._

_Before we begin, there's a few things I'd like to go over. First off, I'm considering rewriting Ten Piece and Death plus Vampire. Reflecting on my work has shown me the countless problems I made in them. Death plus Vampire's main problem was that I made Kid far too perfect that bordered on OOC. I need to fix that and make Kid a far more accurate version of himself._

_Ten Piece on the other hand has far too many problems. One, Ben, Kevin, and Gwen hog the spotlight. I suppose that's because of those three being some of my favorite characters and therefore I wanted them to be in the spotlight as much as possible. However, that diverted the attention from the actual main characters of the story. Second, I made Ben too many of a Gary-Stu in my work. It's not because it's him personally, it's just that I could come up with all kinds of creative ways Ben could use his aliens to beat his foes. However, Ben doesn't think the way I do, which means he would probably handle a situation differently than I would. And because of that, Ben often finds himself getting overpowered and/or defeated. Which means I need to tone down Ben being nearly unmatched in the stories._

_Next comes this story right here. Don't worry, everyone. I am not rewriting it unless you viewers think it would be better that way. The main problem in this story is the pairings. It's because I like romance so much that I went ahead and caused the girls to fall in love with Ben too fast, too soon. And let's be honest, everyone. Harribel would never really fall in love with Ben. I realize that now. But since I am such a huge fan of hers, I threw her in the mix. Which means I'm the one to blame for that one. Course, I'm still gonna have Harribel love Ben in this story, I'm just kicking myself over the fact that I didn't use my head when it came to the romance part of the story._

_And the pairings themselves are giving me a headache. So many people want Ben paired up with Harribel and Nelliel at the same time, some want him paired up with all the girls, etc. If somebody could come along and help me out once and for all with this pairing problem, it would really be appreciated._

_One last thing before I go. I have requests for stories that I would like to read. Any of them would be really good since I don't have it in me to make the stories themselves. Here are my story requests:_

**_Gargoyles/Justice League: _**_A magic portal has sent Goliath to the world of the Justice League. After an encounter with Batman in Gotham, Goliath gets recruited into the Justice League. Will Goliath adapt to this strange new world with all these strange new people? And will he ever find a way home? _

**_Gargoyles/Wonder Woman: _**_Avalon sent Goliath, Elisa, Angela, and Bronx to Themyscira, the island of women. There, they might Diana, the Amazon Champion. She decides to travel with them back to New York city, to help her new-found friends. Together, Wonder Woman and the Manhattan Clan must unite when Demona teams up with Ares in hopes of having the humans kill each other in a grand war._

**Spawn/Bleach**_: Spawn finds himself in the Bleach universe where Heaven and Hell don't exist. Instead there is Soul Society and Hueco Mundo. When Spawn gets caught up in their war, will he takes sides? Or will both sides agree he's too dangerous to live? Personally, I'm hoping for a SpawnxHarribel pairing. That would make things interesting._

**Spawn/Gargoyles**_: In here, Spawn and the Gargoyles universe are the same. When Elisa hears rumors of things going on in the slums, she and Goliath go to investigate. Spawn mistakens Goliath for a demon and attacks him. During the battle, the two learn that each other is a protector. Will this lead the two to become allies? (Goliath and the animated version of Spawn both have the same voice actor. The awesome Keith David. How cool is that?)_

**Spawn/Rosario+Vampire**_: Occurs during Season 2 of Rosario+Vampire. Spawn's travels lead him to Youkai Academy, a school where he finds himself becoming the guardian of the Newspaper Club. Spawn also learns about the organization called Fairy Tale, which desires to rid the world of humans. With little choice, he decides to help Tsukune oppose them. But when Fairy Tale learns about Spawn's existence, they want to recruit him to their cause._

**Spawn/Ben 10**_: Ben discovers that aliens aren't the only threat to this world. The demon known as Malebolgia wants to make Ben a soldier in Hell's army. Necroplasm plus Ultimatrix equals one bad Hellspawn. Desperate, Ben must travel to New York City and team up with the mysterious Spawn before it's too late._

**Sonic the Hedgehog/Sly Cooper**: _Based on the Archie comics of Sonic._ _Carmelita Fox thought her life was tough enough going after Sly Cooper, but then a crazy scientist's machine transport her to the world of Mobius. As Carmelita tries to find a way back home, she finds herself teaming up with Sonic the Hedgehog and the Freedom Fighters against their enemies. Will this police officer bring a new meaning to the word Law on Mobius? Or will these new enemies be the end of her?_

_If any of you are interested in making these stories, please do so. I would really like to read them._

_Also, I want to thank Kamen Rider Chrome and Sallem Cortez 004. If it was not for those two…this most likely never would have been possible._

* * *

><p><strong>Chapter Two: Long live the King!<strong>

"OW!" Ben cried out as he was knocked onto his butt again.

"Get up, Ben," Harribel ordered, "And pick up your training sword."

The bamboo sword, called a shinai in Japan, was grasped by Ben as he stood back up.

"Ready?" Harribel asked.

"You bet," smirked Ben.

It was Tuesday after school. Since Ben didn't have much homework due to it being the second day of school, Ben was training with Harribel at Los Soledad. Harribel was teaching Ben the fine art of sword fighting. He was once told by Tōsen that the art of Shinigami sword fighting was called Zanjutsu but he didn't know if that was what Arrancar called it. They always preferred Spanish words over Japanese words. The two had decided to use Los Soledad since it was the only faraway place they could think of with plenty of space and less likely to draw attention. Ben hadn't seen any of the guys anywhere. He had called Kevin about it but the former delinquent reassured him everything was all good. As for why none of the other girls were with him? They had all gone off to find jobs of their own. Since Harribel finally got a job, it was time for them to find some too.

"I will admit," Harribel said as she easily parried a strike from Ben. "I was surprised when you asked me to train you."

"Hey, you trained me back at Hueco Mundo," Ben pointed out as he jabbed forward with his blade, only for Harribel to easily sidestep it and move forward. Ben gulped as Harribel's training sword was mere centimeters from his nose.

"If this had been a real battle," Harribel said. "You would have died." She withdrew the blade.

Ben gulped and pulled at his collar nervously. "Yeah, heh. I guess I would have."

"Ben," Harribel said sternly. "Sword fighting is not simply swinging your sword and hoping to hit something. It requires skill."

"I'm learning that the hard way," Ben said shaking his hand, which had become rather sore during his and Harribel's training.

"You put too much force into your blows," Harribel explained. "If your opponent manages to block you, it will have repercussions. Soreness, however, would be the least of your worries. If your opponent already has a counter attack planned, they would have a high chance of dealing heavy damage if not fatal."

Ben gulped nervously. "Sure thing,"

"And you're wasting too much energy," Harribel said, noticing that Ben was panting slightly. "You won't always be able to defeat your opponent instantly. If they are good, it will take time. If you waste all your energy right at the beginning you'll tire yourself out and leave yourself vulnerable to your enemy."

"Yeah," Ben said as he shook his head. "I don't get it, though. I thought Paradox said that Hogyoku thing gave me better endurance."

"You do have better endurance, Ben," Harribel told him. "But not invincibility." She stepped back into her fighting stance. "Let's go again."

Ben nodded and readied himself. This time Harribel made the offensive strike. Ben quickly raised his sword up to block Harribel's strike. But when she struck his sword, he went with it, sprawling to the ground.

Harribel shook her head. "You have relied far too much on your alien forms, Ben. Surely you have considered there might be times the Ultimatrix will not be available to you"

"Hey!" Ben said indignantly as he got back up to his feet. "I've saved the day on my own before."

"Perhaps," Harribel said. "Though I am certain your victories as a human are vastly small compared to your victories as one of your aliens."

Ben grinned sheepishly now as he scratched the back of his head. That was all Harribel needed to confirm her words.

"Have there been times when you were unable to use the Ultimatrix?" Harribel asked.

Ben looked at his feet. He remembered back when he had the Omnitrix and he could only stay in his alien forms for ten minutes. Plenty of times the device timed out on him when he was in the middle of a bad situation. However, Ben was reluctant to admit it, those times where he saved the day through luck or because Grandpa Max and Gwen helped him.

"Several," he admitted, not looking at Harribel.

But Harribel didn't really blame Ben. With the foes he often faced, one would need powers such as his just to survive.

"But now that I have these new Hogyoku powers," Ben said. "I want to see what _I'm_ capable of."

Ben remembered the time when he encountered a version of himself from the future. That Ben could use the powers of his aliens without actually turning into them. This was called Ultimate Ben. The present Ben had been eager to find out how that worked but maybe thanks to the Hogyoku, he wouldn't need to unlock it. He was already it. Sort of.

"Besides," he added. "The weekends are coming up." He cringed. "That means Grimmjow will be coming here. And I think he's getting pretty mad at me for always ending our fights in a draw."

That was understandable. Grimmjow as one who preferred a battle to keep going until someone actually won, though in his eyes, he was the victor and no one else. Every time he and Ben clashed, Ben would always end the fight before either could gain the upper hand. And to Grimmjow, who would fight to the very death, such a thing was unacceptable to him.

"Perhaps," She consented. "But he knows better than to try anything foolish. Even if he does try, he will have to deal with all of us."

Ben shrugged. "Well, yeah. There's that." Though in his personal opinion, even that was unlikely. Grimmjow never respected authority. That much Ben had known during his time in Hueco Mundo.

Harribel assumed a fighting stance. "Come. Let us try this again."

Ben sighed as he readied himself. As he prepared to make his next move, an idea came to him. A sly grin formed on his face, causing Harribel to look at him in confusion. Ben made a move to attack again. But this time, he used his super speed that the Hogyoku had given him. Harribel had not expected Ben to do such a maneuver and just had to time to raise her sword when Ben's collided with it. The force of the blow sent her falling backwards and Ben, caught up with the momentum, fell forward with her.

"Ha!" Ben cried out triumphantly. He had totally caught Harribel off guard with that one. "Take that, Tier!" Sure he had only gotten this one blow but after being knocked down around five or so time, this was a victory in his book.

He looked down to gloat at her but any gloating tied in his throat when he realized the position he was in. Harribel was lying on the ground, looking right up at him. And he was on top of her. Face instantly reddening, Ben quickly scrambled off her and got to his feet.

"I'm sorry! I'm sorry!" He said repeatedly. "I didn't mean to!"

Harribel shook her head in a good humored way as she got back up to her feet. "I know you didn't mean to, Ben." She said. "And I am impressed. Using your speed like that truly caught me by surprise. That was quite resourceful of you."

Ben grinned smugly. "Yep. That's me. Always the resourceful one."

Just then the two heard footsteps coming towards them and looked to see who was coming.

"Oh, hey, Ulquiorra," Ben said when he saw the former Espada approaching them. "What's up?"

As usual, Ulquiorra kept that neutral look on his face as he looked at him and Harribel. "I see you've decided to train your human form in combat."

Ben shrugged. "I know how to fight in hand to hand combat. But I thought it would be cool to learn how to use a sword. Can't rely on the Ultimatrix all the time."

Ulquiorra nodded. "A wise choice. However, perhaps it would be best if I was to train you as well."

Harribel and Ben looked at him in surprise.

"You?" Ben asked. "Really?" Ben didn't mind training from Ulquiorra, he just didn't expect the guy to actually be interested. Honestly, what did this guy do for free time, just simply stand there looking at a wall?

Ulquiorra nodded as he looked at Harribel. "I do not mean any disrespect, Harribel but there might be a chance that your feelings will cause you to hold back. Should that happen then Ben will not be trained properly."

Harribel gave Ulquiorra the same neutral look though hers had more of a frown. "Are you saying that I cannot control my emotions, Cifer?" Her tone was cold and sharp. She still had pride as the former 3rd Espada. "Do you really think whatever feelings I have for Ben will interfere in his training?"

Blunt as always, Ulquiorra answered, "Yes." Ben grimaced. Whenever Ulquiorra had something to say he would say so honestly and bluntly, without even a slight pause of hesitation. However, he could still be deceptive in his own way like when he claimed that Aizen had not known about his Segunda Utepa.

Ben, in an attempt to stop a fire from starting, spoke up, "So, Ulquiorra, how goes the job hunting?"

"I have found a proper occupation," said Ulquiorra, "Your friend Kevin was very helpful indeed when he helped me to organize my paperwork."

'_Forging documents, you mean_,' thought Ben. That was the only way Harribel, an Arrancar, who had no records on Earth could get a job as his Spanish teacher. Since she showed up a lot of the guys at school were falling at her feet, some even fainting as she walked by. Of course, unlike her Arrancar uniform, her clothes as a teacher were modest but her curves were obvious. She was also very easy on the eyes, and attractive as hell.

The male Arrancars had gone job hunting to earn a living here in the Human World. The cost of living was pretty high here. Of course, the more rebellious ones might suggest or turn to a life of crime to get by. Baraggan's former Fraccion, he could tell that among them were a few guys who would try something like that. They weren't exactly reformed.

But Ben wouldn't kill them just for that. He wanted to give them a chance. He gave Kevin a chance and the guy had tried to kill him so many times when they were kids. Of course, considering that Kevin had been under the influence of sociopathic tendencies due to absorbing raw energy, Kevin couldn't really be held responsible for his actions. It took Ben a lot of time to not see Kevin as that violent kid from his childhood. It paid off. Kevin was good, happy, and dating Gwen. Gwen was a good influence on Kevin too, reining him in whenever he misbehaved.

"So, about my offer…" Ulquiorra returned to his previous offer, "I do feel that Ben would benefit more by training under me."

Ben palmed his face and then Harribel said, "How about we duel? Winner trains Ben from now on."

_'Great…now I feel like a prize_,' groaned Ben internally.

Ulquiorra nodded. "Very well. The victor shall be the one to train Ben."

Harribel nodded back and looked at Ben. "Ben, please give Ulquiorra your sword."

Ben wanted to argue but knew there'd be no point in it. Reluctantly he handed his sword over to Ulquiorra. The two former Espada looked at each other, as if waiting for the other to make the first move. At first nothing happened. Then they both attacked.

Although the majority of their strength was limited due to their Gigai, Ben felt the air crack when Ulquiorra and Harribel's blades collided. Personally he was impressed the two training swords didn't break from the force. The two seemed to be at a stalemate, trying to overpower the other but not getting any leverage. Ben was tempted to intervene and tell them the fighting was pointless but they seemed so dead set on it. Ulquiorra must have hit a nerve earlier.

The two immediately backpedaled from each other and went for another strike. Ulquiorra moved with a horizontal slash but Harribel countered it with her own. She quickly pulled away again and slashed down at him. Ulquiorra quickly stepped back, causing Harribel's momentum to make her lurch forward. He went in for the next attack but Harribel stepped out of the way. She slashed at Ulquiorra now but he blocked it with his free arm. However, he did grimace after blocking the blow.

"While these Gigai are useful for blending in with the humans," Ulquiorra said. "They are quit irritating since they prevent us from using our powers."

Ben grinned. "Guess it's no fun when you don't have your Hierro, huh, Ulquiorra?"

Of course Ben wasn't one to talk. Ulquiorra or Harribel could easily kill him no matter what alien he used aside from Alien X. The only reason he lasted against Ulquiorra back in Hueco Mundo was thanks to the place giving Ghostfreak such a big power boost. And even then it was Ichigo who won the fight.

Ulquiorra just looked at him with that emotionless expression of his as he and Harribel clashed their swords again. "Correct. You humans are quite fragile."

Ben rolled his eyes. Trust Ulquiorra to point out the countless flaws of humans, even if he was now living among them.

"You should know by now that humans are much more than you give them credit for," Harribel said as she struck at Ulquiorra.

Ulquiorra quickly grabbed the blade part of Harribel's sword with his free hand and swung his own blade. But before he could, Harribel kicked him in the stomach, causing him to stagger back.

"I will not deny that there are some exceptions to general humans," Ulquiorra admitted. "But the human race as a whole is rather weak compared to those such as Shinigami or Hollows." He looked over at Ben. "And no doubt many, if not all, of the alien species you are capable of transforming into."

Ben scowled. Course Ulquiorra had to go and say something like that. Okay, so maybe humans didn't have super strength, or could fly, or go through walls and stuff, but hey, humanity had to count for something didn't it?

As if reading his mind, Harribel spoke. "While humans may not possess the abilities that we, the Shinigami, or Ben's aliens posses, the humans have displayed the ability to do the impossible when they need to. If not, then Ben would have not defeated Aizen."

"Ben is one of the exceptions I mentioned," Ulquiorra replied as he struck out with his hand. Harribel blocked with her sword but Ulquiorra quickly struck her with his own. Harribel winced in pain but quickly shook it off. She went for the attack but Ulquiorra dodged. "I have seen normal humans go about their lives and I do not find anything special about them."

"Yeah, you would think that, wouldn't you?" Ben grumbled. Honestly, it was like the guy didn't have a happy feeling in his body.

"You have allowed emptiness to define you all too well, Ulquiorra," Harribel said as she closed the distance between them. Ulquiorra managed to block it and they were at a stalemate again.

Ulquiorra was not bothered by Harribel's statement. If he actually felt like shrugging, a human gesture for uncaring, he might have. "There was no other alternative for me. I was a Hollow, without a heart, without a true purpose. When Aizen came along, I had meaning, though I know that my own existence didn't matter."

Ben grinned. "And then I came along and whooped Aizen's butt!"

Ulquiorra nodded as he and Harribel broke away to catch their breaths. "Indeed. Though you should consider yourself fortunate you were able to control your form Alien X. Without that power, I suspect no one could have defeated Aizen."

Ben frowned. Ulquiorra just had to bring that up, didn't he? Yes, the memory of Ben trashing Aizen as Alien X was cool…but it reminded him way too much of what happened before that. When he was forced to see Harribel, Nelliel, and Starrk dying right in front of him. If he hadn't convinced Bellicus and Serena to help him… He shuddered. He did not want to think about that. Time to change subjects. Just then an idea came to Ben's mind and he grinned.

"So…" He said slyly. "Have you been keeping in touch with Orihime lately?"

Ulquiorra paused for a moment and casted his neutral look at Ben. "What does that woman have to do with anything?"

Ben raised an eyebrow slyly. "Oh, come on, Ulquiorra, there's no need to deny it."

"I am not denying anything," Ulquiorra said. "I am merely questioning what that woman has to do with our conversation."

Ben raised an eyebrow. "Is she one of the "exceptions" you find to humanity?" he asked.

"Of course," Ulquiorra said as if that were obvious. "Her power to reject fate clearly makes her an exception to the majority of humanity. While her power pales in comparison to that of Alien X, she is still an exception."

Ben raised an eyebrow. "Really? Is that all?"

Harribel caught on to what Ben was up to. Was he really suggesting that Ulquiorra might…have more than a formal interest in Orihime? Ulquiorra? The Cuatro Espada? In the old days Harribel would have shaken that off as ridiculous. But now…was it possible?

"What else could she be?" Ulquiorra asked Ben.

Ben grinned at him. "Are you sure she isn't something more?"

"What more could she be?" Ulquiorra questioned.

"He is implying that you might have feelings for Orihime," Harribel explained, knowing that Ben's way of handling this would be nothing more than going around in circles.

Ben made a face at Harribel. "Spoilsport," he grumbled. Much to his disappointment, Ulquiorra still had that neutral look on his face.

"Personal feelings for another are not something I engage in," Ulquiorra replied. "No offense meant to you, Harribel."

Harribel narrowed her eyes at Ulquiorra. The feelings she had for Ben had given her such motivation. Why did Ulquiorra think they would interfere with her skills? She shook her head. Fine then. She would teach Ulquiorra that her feelings were not a hindrance. With that, Harribel charged forward, ready to end this in a final blow. But just before she could connect…

_The Shark Arrancar laughed as he stomped over to Ben. "I don't know how you got here, human. But I'm gonna enjoy this."_

"_Be…Ben," Harribel said weakly. "Get…out of here. Run!"_

_Ben shook his head. "Forget it, Harribel. I never left you before and I don't plan on doing it now." Ben glared at the Shark Arrancar. "Alright, Fish-Face. You just bought yourself a pounding!" He activated the Ultimatrix. "It's Hero Time!" He slammed down the Ultimatrix, causing Ben to be engulfed with that green glow Harribel had become so familiar with._

But when the green light flashed, the vision ended. And Harribel saw Ulquiorra's sword coming right at her. She tried to block it but she did it too fast and the sword was knocked out of her hand. Next thing she knew, Ulquiorra struck her with enough force to knock back down to the ground. Before she could get up, Ulquiorra was already towering over her, his training sword only a few inches from his face.

"What did I tell you?" Ulquiorra told her. "You have become complacent. Ben would benefit by learning from me."

Ben frowned. Something was wrong here. Personally Ben believed that Harribel could kick Ulquiorra's butt. His reasoning was based merely off the fact that Harribel was a rank higher. But that wasn't the only reason he felt something was wrong. Harribel seemed to have gone into a daze when she went on the attack. So, what happened?

Harribel was scowling at Ulquiorra but it was only half-hearted. Deep down, Harribel was confused with herself. Another vision. What was going on? She remembered that day well. Back when she was a Vasto Lorde, Barragan had tried to recruit her into his army. One of his men, a pathetic shark-like Hollow had decided to be bold and put his hand on her. Harribel had dealt with them by slashing his head. Sometime later, that same Hollow, now an Arrancar, came back for revenge. Despite her best efforts, Harribel had been no match for the Arrancar and was on the brink of death.

_And then Aizen saved me, lying to me and luring me to his cause. _Harribel thought. _That's what happened. So why…why is Ben suddenly appearing in my memories? He couldn't be. We had just met when he first arrived in Hueco Mundo._

These visions were bothering Harribel greatly

"Well, Harribel," Ulquiorra said, addressing her attention. "Shall we continue?"

Harribel looked up at Ulquiorra. Normally she would have continued the fight and beaten him…but these visions were leaving her troubled and confused. Something was going on and there was a chance that it could interfere with Ben's training.

"No," Harribel said, not taking her eyes off of Ulquiorra now. "It would be best if Ben trained under you…for the time being."

Ulquiorra's frown slightly deepened, though not enough for anyone to notice. He had seen the look in Harribel's eyes during her feeble attack on him. Something had happened to her. Something that undoubtedly was bothering her. She knew that it might get in the way, which is why she consented to his training.

"Of course," Ulquiorra said, taking the sword away from Harribel's face. "Though, once you have assured me that you are capable of training Ben properly, I will hand him back over to you."

Normally this was the part where Ben would get annoyed at being treated like a pet instead of a person, but he was far too concerned about Harribel. Although her feelings for him made him feel far too awkward, he did care about her.

"Tier?" He asked, walking over to her. "Are you okay?"

Harribel smiled softly at the concern in Ben's voice. "I'm fine, Ben. I…I'm just not feeling very well all of a sudden."

She hated to lie but she felt it was necessary for the moment. This situation confused her enough. There was no need to involve anyone else at the moment, especially not Ben.

Ben frowned. He could tell that Harribel was lying to him. Why? "Tell me the truth, Tier. What's wrong?"

Harribel didn't say anything. Aside from not wanting to involve the others, she knew that it was impossible to believe. Everyone else would assume that something was wrong with her. Maybe there was.

Harribel opened her mouth to reply when the three of them heard a noise. A noise they were all too familiar with. The three of them looked to the sky to find a Garganta opening up.

"A Garganta?" Ben asked. "Here?"

"Is it Grimmjow?" Harribel asked. "But it's not the weekend yet."

Ulquiorra narrowed his eyes. Something wasn't right here.

"Ben," Ulquiorra said. "Be ready. Harribel?"

Harribel nodded. "Ben, we need to get out of these Gigai. I don't know how many Hollows will be coming but hold them off long enough. We'll be back as soon as possible."

Ben nodded. "Don't worry. After dealing with the Espada, anyone else is gonna be a piece of cake."

With that, the two former Espada ran off to get what they needed to leave their Gigai. Ben turned his attention back to the Garganta, readying the Ultimatrix.

As the Garganta opened up, Ben's eyes widened as several different Hollows began to climb out of it. What were so many Hollows doing here? He knew Los Soledad was a hot spot for alien activity but was it also a hot spot for spiritual activity?

"Are you sure this is the right place?" said one Hollow that looked like a Hawk.

"Of course I'm sure," said a nasty Hollow that looked like a gigantic dog. "His trail was faint but I was able to find it."

"It'd better be," said a porcupine like Hollow. "We've been searching for him long enough. If he isn't here…"

"Um…excuse me?"

The Hollows all froze at the sound of Ben's voice. They looked down to see him looking back up at them with his arms folded with a cross look on his face.

"I don't know who you guys are looking for, or what you're doing here," Ben said. "But no Hollows' gonna cause trouble while I'm around!" He switched the dial to the Ultimatrix. "It's Hero Time!" He slammed the dial down.

"It's him!" The hawk Hollow said with glee. "At last, we found him!"

The flash of green light disappeared and now Humungousaur stood in Ben's place.

"So," Humungousaur said, cracking his fists. "Who's first?"

The Hawk hollow cackled with glee. "I'll go! I'll go!" Without waiting for the others to say anything, the Hawk hollow flew straight down at Humungousaur. Humungousaur quickly blocked his arms but the hawk racked his talons across his arms.

"Hey!" Humungousauar cried out, looking at his slightly bleeding arms.

"Come on, Ben Tennyson!" the hawk cried out. "Show me the power that put the Espada to shame!"

Humungousaur smirked. So that was it. Somehow these Hollows found out about how he had trashed over half of the Espada and now they wanted a piece of him. Well, if that was the way they wanted it.

"Alright," Humungousaur said. "But remember…you asked for it." He then used his power to reach up to his full height. The hawk Hollow was shocked by this unexpected move. Humungousaur took advantage of this to pick up the roof of a nearby base and throw it at the Hollow. The Hollow was too stunned to do anything and cried out when the roof top smacked into him.

"Heads up," Humungousaur said with a grin. Suddenly he found himself becoming smothered with some kind of black substance. "Hey! What the...?"

"It is useless, Ben Tennyson."

Humungousaur turned around to see a slimy, slug-like Hollow standing at his feet. The creep must have snuck up on him when the bird Hollow distracted him. Humungousaur prepared to stomp on the little guy, but found his feet stuck to the ground by that very same substance. "Hey!"

"I told you it was useless!" The slug Hollow mocked. "My ooze can hold even the toughest of foes in place! You don't have a chance."

Humungousaur smirked. "Oh really? Watch this!" Humungousaur slammed the Ultimatrix dial. In a flash of light, Humungousaur was gone and NRG took his place.

"How about I _heat_ things up?" NRG said. His body then began to glow with heat. The heat caused the black ooze to soften, allowing NRG to march right over to the stupefied slug Hollow.

"Nice try," He said before pulling his fist back and slamming it right between the Hollow's eyes. But his fist bounced off the slug's slimy body. "Huh?"

The slug Hollow laughed. "Nice try, Ben Tennyson. But my slimy body makes me absolutely impervious to physical harm! Your fists cannot harm me!"

NRG smirked behind his vent like visor. "Oh?" With that, he pulled back his fist again. Only this time, he used his powers to superheat it. When he punched the slug Hollow again, he cried out in pain.

"Too hot!" he cried. "Too hot!" The slug Hollow quickly scurried away from NRG.

NRG chuckled. "Be grateful. That heat was nowhere near as hot as what I used on Nnoitra."

Just then NRG found himself tackled to the side, crashing into another abandoned building. He turned his visor to see that the nasty dog Hollow had him now.

"You have put up a good fight, Ben Tennyson," The dog snarled. "But you have yet to display any kind of strength that would have truly rivaled the Espada. We have been looking for you for so long. We do not intend to be disappointed."

"Ha!" NRG shoved the dog Hollow off of him. "If I can beat the Espada, I can certainly beat the three of you."

The dog Hollow chuckled a guttural chuckle. "Who said that it was just the three of us?"

"Huh?" NRG looked up. "You have got to be kidding me."

NRG soon found himself surrounded by many Hollows. Apparently the three he had just tangled with were some kind of distraction.

"Word has long since spread of the deaths of Aizen and Baraggan," The dog Hollow stated. "While many Hollows joined up with them, the rest of us merely stood out of their way."

"We refused to listen to either of them," The bird Hollow, apparently recovered from being hit with a rooftop, said as he flew beside his brethren. "But we knew better than to mess with their power."

"But now," The slug Hollow said. "Hueco Mundo speaks of one. One who has the power of countless monsters at his disposal. And that it was he who brought the end of Aizen and Baraggan. The one known as Ben Tennyson."

NRG tensed up. Was that it? Did his victory over Aizen cause him to end up at the top of the Hollows' hit list? Kevin had warned him about this sort of thing. When the big bad is taken out, the underdogs hunt down whoever did it so they can be the new big bad.

Just then two extremely powerful pressures filled the area. One by one the Hollows were brought down to their knees by the sheer weight of it. NRG himself tried to resist but too was brought down to the ground. He was at least able to turn around to see Harribel and Ulquiorra, who were approaching them. Both were out of their Gigai now and stood in their true Arrancar forms.

"Well, it's about time," NRG said to his friends.

"Our apologies for the delay, Ben," Ulquiorra said, looking at the variety of Hollows, who were now staring at in awe. "My placement of the item Urahara gave us was a good matter of distance. Though you have done an excellent job of keeping the Hollows at bay."

"You're welcome," NRG said dryly. "Now can I please get up? Your spiritual pressure is crushing me. No pun intended."

"We will in a moment, Ben," Harribel reassured him. She looked at all the Hollows. "You have quite some nerve coming here."

"It's…it's Ulquiorra Cifer and Tier Harribel!" one Hollow cried. "It's true. They really did join to Ben's side!"

"I heard Harribel is now Ben Tennyson's consort," The Hollow next to him whispered.

"Really?" A third one said. "Are you serious?"

"And that's not all," The one Hollow said. "I've heard he's got himself a whole harem!"

NRG groaned. If he could hold his head in his hands, he would have. Sadly, the spiritual pressure from Harribel and Ulquiorra kept him pinned down. It was like somebody had turned up the gravity. Honestly. It was bad enough that Kevin and the Shinigami teased him about his love life…if he could even call it that. But for the Hollows involved…oh, brother.

Just then NRG felt the pressure lift off of him at long last. Finally. As he got to his feet, Ulquiorra and Harribel were instantly beside him.

"I want to know why all of you are here," Harribel demanded from the Hollows. "And if you go anywhere near this boy, I will…"

"Please, Harribel," one of the Hollows cried out. "We don't want any trouble from you."

NRG growled. "Could've fooled me, considering you were looking for me and starting a fight."

Ulquiorra stepped forward. "Why are you all here? What do you want with Ben?"

The dog Hollow stepped forward now. "We'll answer all your questions, Ulquiorra. You have my word."

NRG remained silent for a moment, then he turned back to normal.

"Alright," Ben said, crossing his arms. "Start talking."

"We are all familiar with the lands of Hueco Mundo," The dog Hollow said. "A barren wasteland where it is kill or be killed. While many Hollows do indeed run rampart, many had joined in the armies of Baraggan, and then Aizen after. Those who did not simply stayed out of his way."

"But then we heard of Ben Tennyson. All of Hueco Mundo has heard the stories of the boy who can turn into so many monsters. The boy who has held his own against some of the Espada and came out unscathed."

While Ben usually enjoyed hearing praises about himself, he knew that his victories against the Espada were quite exaggerated. In perfect honesty, the Espada he defeated were the weaker ones. He never battled Starrk, Baraggan or Harribel, and it was Ichigo who actually defeated Ulquiorra, not him.

"But then we heard tales about how Ben Tennyson defeated Aizen. Even if we did not follow him, we feared his power. And when we learned who had defeated him, we had to find him."

"What is it you want?" Ben demanded.

The slug like hollow pointed its finger at Ben. "You, Ben Tennyson. We want you."

"Why?" Ben asked, ready to activate the Ultimatrix.

"Ben Tennyson, you have done what nobody could ever think possible. You defeated Aizen. To do that, you must be incredibly powerful."

"And?" Ben asked.

"Ben Tennyson!" the hawk like Hollow cried. "Come with us to Hueco Mundo! Rule over us! Become our King!"

Ben froze. "Say what?"

Immediately all the Hollows began bowing down on their knees. And those that didn't have knees simply pressed their whole bodies to the ground.

"You have got to be kidding me," Ben said.

"We kid you not, Ben Tennyson," The dog Hollow said, raising its head up to look at Ben. "We want you to become our king."

Ulquiorra and Harribel exchanged glances with each other. This predicament had caught them both off guard. If it had been any other time, Ben would have thought this to be a Kodak moment. But alas, his mind was on other things.

"King?" Ben asked. "You guys seriously want me to be the King of Hueco Mundo?"

"We do!" One Hollow said eagerly. "We want you to be our king."

Ulquiorra's eyes narrowed in suspicion. "What is this?" he demanded of the Hollows. "If you did not follow Baraggan or Aizen, why now do you wish to follow this boy?"

Harribel had to agree. Something wasn't right here. Not at all. Why were these Hollows so eager to follow someone now? Especially someone who, no offense meant to Ben, looked less intimidating than Baraggan or Aizen. This didn't make any sense.

"It is because of his power!" One Hollow cried. "Not only was he able to defeat Aizen but he was able to scare the Shinigami from executing the remaining Espada and their Fraccion. Ulquiorra and Harribel, both of you are proof of that! You stand by him and the Shinigami have not touched you! Ben Tennyson is indeed mighty and with him leading us, the Shinigami would never dare hunt us again!"

Ben's brow furrowed. "So...you just want me to protect you guys?" He asked, rubbing the back of his head. He was used to hero worship, but not even he was prepared to be hailed as a king. Before he could say or do anything though, the Hollows began to chant.

"All hail the new King of Hueco Mundo!" they cried. "All hail Ben Tennyson!"

Ben was speechless. Not even he, with his fame obsessed ego had been prepared for this. It was all just too much for him at the moment. Honestly, here was a race that fed on human souls and they wanted him to be their king. While there had been times when Ben dreamed about being a king, those were years ago when he was still a kid.

"I need to call the others," Ben said after finding his voice again. "Now!"

* * *

><p>Needless to say, everyone was concerned when they got calls from Ben to get their butts to Los Soledad as quick as they could. Gwen and Kevin were the most concerned due to their past experiences with the place. Gwen thought it was another alien attack. Kevin on the other hand simply thought the Arrancar had been messing with the alien technology and caused some kind of disaster. Imagine everyone's surprise when they arrived at Los Soledad and found it to be crawling with Hollows. Then imagine everyone's reaction when Ben told them the reason these guys were here in the first place.<p>

"King?" Kevin asked, trying his best to hold back a laugh. "Seriously...they want _you _to be _their _king?"

Ben frowned at Kevin's obvious attempts to hold back his laugh. "Yes, Kevin. I just told you that."

Vega glared at the Hollows gathered around. "All of you did your best to stay away from following Baraggan-sama and Aizen but now you come crawling to this boy to be your new ruler?"

That caused the majority to glare at him. There was apparently no love lost between him and Ben. The guy was still devoted to Baraggan and only joined with the others to save his own hide.

"Did Baraggan scare the Shinigami?" One Hollow asked Vega. "No. Apparently your Baraggan-sama was not as great as you'd like to believe."

There was an uncomfortable shift among Baraggan's former Fraccion minus Charlotte and Redder. Some of them still had a minor loyalty to their old master, though Vega's seemed to be the most visible.

"Do you not see the loyalty he has gained from the most powerful Espada from Aizen's army?" Another added. "Coyote Starrk, Tier Harribel, and Ulquiorra Cifer. These were three of the most powerful Espada, yet they left Aizen's side for him."

Well, it wasn't like they left Aizen because Ben was stronger. Starrk and Harribel joined Ben because of his kindness. Ulquiorra on the other hand had been convinced by Paradox. But nobody said anything about that.

"Wow, Ben," Lilynette said with a grin. "You even get yourself a kingdom now. How cool is that?"

"Wait a minute," Gwen interjected. "We're getting ahead of ourselves here. I mean, there's no way Ben can be their king."

"What?" one Hollow roared. "Who are you to decide that, human?"

Ben stood protectively in front of Gwen. "She happens to be my cousin."

The Hollow immediately cowered back. "I apologize Ben-sama. I didn't mean any disrespect."

"Ben-sama?" Ben repeated. He repeated the word over and over again in his head. It...didn't really sound bad.

"What Gwen means is," Nelliel said, stepping forward. "Ben has a life here. You can't just take that away from him by saying you want him to be your king."

Another Hollow scoffed. "What in this world could possibly be worth rejecting the chance to become a king?"

Ben shrugged. "Oh, I don't know. Chili fries, smoothies, Sumo Slammers, you take the pick."

"Not to mention high school, college and getting a job," Gwen added.

"Yeah...that stuff too," Ben admitted, causing Gwen to roll her eyes.

* * *

><p>Unaware to everyone else, a small black cat was watching everything taking place with interest.<p>

"This is worse than I thought. Much worse." The cat said. "If Soul Society finds out about this...I have to contact Kisuke now."

* * *

><p>Meanwhile, back at Bellwood, Will Harangue was in a sour mood. Things just weren't looking good for him at all.<p>

To be honest, it really started that one summer when Ben Tennyson mysteriously disappeared off the face of the planet. Harangue had used it as an opportunity to convince the public that they were better off without Ben. He thought it was going to work like a charm. He hadn't counted on Ben's loyal fan club to start sticking up for the menace. What's worse, the father of that boy had the nerve to sock him right in the face. Harangue tried to sue for charges but the fanbase had led such a protest that he had no choice but to drop it. That, and as it turned out, the man's brother was a skilled lawyer.

Then yesterday came. Harangue hoped he could use the destruction between Ben and Dr. Animo as a new way to discredit him. Much to his delight, there had even been a hostage situation. Harangue saw it as pure gold, hoping that the hostage would agree with him that Ben was too dangerous to be around. But now, that woman not only supported Ben Tennyson, she had the nerve to talk down to him. Him, Will Harangue of the Will Harangue Nation. The ratings were awful now; worse than when Carl Tennyson had punched him. It was ridiculous. The boy was a danger to the world. Why couldn't anyone else see that?

On the other hand, there was something that caught Harangue's attention. Ever since that woman, Tier Harribel, had spoken out against him, she had become an internet celebrity. Many students at the high school she taught at treated with great awe than they originally did. However, she was also a discussion topic in forums. Oh yes, Harangue kept tabs on those Ben 10 fan sites to see what exactly it was that people saw in the boy. He kept getting blocked from them due to constantly flaming the boy. Harribel was a woman of mystery to those outside of the school board. Some even joked around, thinking that Ben was having a relationship with an older woman.

Harangue scratched his chin at the thought. It was wasn't much but it was something to go on. Ben Tennyson trying to date an older woman would not only ruin his reputation but Harribel's as well. But Harangue knew that he could never get that story off the ground without any kind of proof. He needed somebody to get the dirt on those two. But who?

Harangue went straight to his computer and began looking up any reliable sources that would be willing to do some "investigating" on Ben Tennyson and Tier Harribel. He needed someone good, someone who wouldn't mind doing some dirty work, and somebody who wouldn't try to mooch off of him. Just then, a particular item caught his eye. Apparently some new guy just set up shop as a private detective. He was new to Bellwood, which was good, since that meant he probably wouldn't be a Ben Tennyson fan. That could work in Harangue's favor. Besides...Harangue didn't really know anyone in Bellwood that was cut out for this kind of job so this new guy was a good a choice as any.

"Now let me see here," Harangue said. "What's the guy's name?" He scoured around for a bit. "Ah, here we are. Ulquiorra Cifer? Hmm...sounds foreign. Must be German or something."

* * *

><p>"Look," Ben said to the swarms of Hollows. "I'm flattered that you want me to be your king but…"<p>

Just then there was a beeping noise coming from Ben's Ultimatrix.

"Great," Kevin groaned. "Now what?"

"It's probably Jimmy," Gwen suggested.

"Jimmy?" Apacci asked. "Who's Jimmy?"

"Ben's number one fan," Kevin explained. "Keeps his fan-sites in order and stuff like that."

Ben groaned. "He picked a lousy time to call." He activated the Ultimatrix. "Hey, Jimmy. Look, right now's not a good time, can you…"

"Ben!" Jimmy cried. "We've got an emergency in Bellwood. Overlord is wreaking havoc all over the place."

"Overlord?" Ben asked. "Seriously?" Overlord was once Ben Tennyson's hero Captain Nemesis. But the fame he received had gotten to the captain's head and he started staging emergencies to try and get attention again. When Ben had upstaged him one too many times, the captain decided to become a villain and put Ben's ex Julie in danger. The guy had become a major pain in Ben's neck.

"Great," He groaned. "Where's he at now?"

"He's at the bank," Jimmy told him. "You'd better get over there. He's been calling out for the past ten minutes."

"If things weren't bad enough," Ben sighed. "Alright, Jimmy. I'll be right over there." He turned off the phone part of the Ultimatrix.

"Dude," Kevin said. "You'd think that guy would've given up by now."

"You'd think all our foes would've given up by now," Ben said. "No need to worry about this, Overlord's a pushover. I can deal with him."

"What?" One Hollow cried out. "You can't leave, Ben Tennyson! We need you to come with us back to Hueco Mundo!"

"He doesn't have to go if he doesn't want to!" Mila-Rose snapped.

"But…" Another Hollow tried to argue.

"Enough!" Ben shouted, causing everyone to look at him. "Look, we'll discuss this whole king of Hueco Mundo thing later. Right now, I've got an ego-maniac I need to stop." He looked over at Harribel, Nelliel, Ulquiorra, and Starrk. "Guys. Think you can keep these guys busy until I get back?"

"Of course," Harribel said.

"Sure thing, Ben!" Nelliel replied.

Starrk groaned. "I was afraid of that."

"It would be for the best," Ulquiorra stated.

Ben nodded as he walked over to his car. But just as he was about to open the door, he paused.

"Something wrong, Ben?" Sung-Sun asked him.

Ben stood like that for a moment when he pulled his hand away from the car door. He turned to the others with a sly grin.

"Ben?" Gwen asked. "Are you okay?"

"Yeah," Ben said with that grin on his face. "I just feel like running today."

Harribel nodded in understanding. Ben was going to try out his super speed.

"Running?" Redder asked. "Why?"

"Well," Ben replied. "I think it's time I start using the powers the Hogyoku gave me. Be back in a flash, guys!"

With that, Ben turned towards the exit of Los Soledad and sped off at super speed.

* * *

><p>Ben smiled as he felt the world turn into a blur around him. Sure this thing always happened whenever he turned into XLR8 and FastTrack. But when he did it in his human form…it felt special in a way. Soon, Ben arrived back at Bellwood.<p>

"Huh," Ben said as he looked at himself. "I'd say I was moving as fast as XLR8. Hmm. I wonder if I can eventually move at FastTrack's speed. Now," He looked around. "Where is Overlord?"

Just then the sound of an explosion caught Ben's attention. He turned to see a large whole gaping out of a nearby jewelry store. As the smoke started to clear, Ben could make Overlord. The guy was a man in a huge, orange battle suit.

"That's right!" The man said to the scattering populace. "Cower before the might of Overlord! Where is your precious Ben Tennyson now? Apparently he is too scared to fight me!"

"Or maybe I was too busy chunking my breakfast cause I had to deal with you again."

Overlord froze when he heard that voice. Slowly he turned his head to see Ben standing there with his arms folded and a cocky grin on his face.

"Ben Tennyson!" Overlord called to him. "So, you finally show your scared little butt."

"Scared?" Ben asked mockingly. "Of you? Please. I'm more afraid of my microwave than I am of you."

Overlord scowled. "You'll pay for that, Ben Tennyson! I'm gonna show once and for all that I am the best. Prepare yourself!" With that, Overlord charged at Ben.

Normally Ben would have activated the Ultimatrix and turned into one of his aliens, but Ben was curious. He was curious to see what would happen if he used his Hogyoku abilities and Overlord was just a good a test dummy, emphasis on the dummy part, to try it out on. So, when Overlord charged at him, Ben simply stood there with his arms still folded and that cocky grin still on his face.

"Take this, Tennyson!" Overlord cried as he swung a power packed fist at Ben, only for Ben to disappear right in front of him. This caught Overlord off guard, causing him to stumble forward and hit the ground. Picking himself up, he shook his head and looked from the left to the right. Ben was nowhere to be seen. Just then he felt a tapping on his shoulder. He turned to see Ben smiling at him.

"Miss me?" He asked.

"What in the…" Overlord stammered. "How did…What did…"

"What can I say?" Ben asked. "I got faster."

Growling, Overlord got up and swung a punch at Ben, only for him to instantly move to the side before the blow could connect. He tried to attack again but Ben once again dodge it with impossible speed.

"Hey, I think I felt something that time," Ben said.

His temper flaring up, Overlord continued to throw punches at his adversary, but Ben kept dodging them with ease.

_How is this possible? _Overlord thought. _He can't move this fast unless he's one of those aliens. What's going on here?_

Ben on the other hand was loving this. With this newfound speed, Overlord couldn't even touch him. This was freaking awesome! But Ben was so busy mocking his foe that he tripped over his own feet and fell flat on his back. He was about to get up when he felt Overlord's hand pinning him down.

"I don't know how you got so fast but you can't go anywhere now!" Overlord said with a laugh. "Now, I'm gonna wipe that smug look off your face once and for all!"

"What smug look?" Ben asked.

Angrily, Overlord pulled back his free hand, looking ready to pound it right into Ben's face. Ben knew he had to do something fast. He couldn't move out of the way since Overlord's hand was pinning him down. However, Ben's arms were still free. He could try to activate the Ultimatrix now but would he be able to in time? Before he could even think about it, Overlord's fists came at him. Ben's body acted on impulse, bringing his hands in front of his face in a futile effort to try and block the blow.

When Overlord's fist collided with Ben's hands, it came to such an abrupt halt Overlord could have sworn his shoulder almost got dislocated. He looked to see what had stopped his punch and his jaw dropped to see that nothing but Ben's own hands were holding back the blow. Ben himself was blinking at his own hands then at Overlord, also confused about what was going on.

"What the…" Overlord said. "What…How are you doing this?"

"Good question," Ben agreed. What was going on? How were his hands holding back Overlord's fist? Then he noticed something else. Overlord's fist didn't feel as heavy as it should have been. The guy was wearing a battle suit for crying out loud. The arm part alone should have weighed at least almost a ton. So why did it feel lighter than that?

The answer hit Ben in almost an instant. Was it possible that the Hogyoku not only increased his speed…but his strength as well? With a smirk on his face, Ben pushed Overlord's arm back with all his might. And Overlord found himself flying off of Ben, through the air, and smacking right into a lamppost. The lamppost itself tilted down, hitting the spot right beside Overlord.

"What?" Overlord cried. He had just been pushed off like a ragdoll. What had Ben Tennyson been eating?

Ben got up to his feet, looking at his own hands in awe. Then a huge smile lit up his face. He was as fast as XLR8 and possibly as strong as Rath or Four Arms. He looked over at Overlord, who now become pretty nervous after seeing what Ben had just done to him…as a human.

"Now," Ben said, cracking his knuckles. "Let's try this again."

Overlord gulped as he started to get to his feet. "Now, Ben. I…I might have been a little hasty when I…"

But the words died in his throat as Ben zoomed at him and delivered a punch right to Overlord's chest. The blow sent Overlord crashing into the building behind him.

"Yeah!" Ben said. "I do have the strength of Four Arms!" Just then he cringed and rubbed his fist. "Though I don't think I got all of his durability." Just then he could feel the pain in his arm slowly going away. He was confused by this at first but then he remembered that the Hogyoku had granted him Swampfire's regeneration abilities. Could it heal broken bones and severed limbs? While the idea was an interesting one, Ben made sure to avoid that temptation.

Overlord wobbled out of the building he had just been punched through. "I don't get it. How in the world are you, the pathetic human you, this fast and this strong? How!-?"

Ben looked back at Overlord and the grin came on his face again. "That's _my_ little secret."

Just then Ben zoomed at Overlord and began attacking him again. The combined speed and strength allowed him to deliver a rapid volley of powerhouse punches right at the former hero. Overlord was helpless to the onslaught, unable to move so much as a finger. While the armor did prevent the full extent of the damage from affecting him, he could still feel effects of the blows. Ben finally stopped punching, leaving Overlord woozy and unbalanced.

"And here's the wind up," Ben said, winding up his fist. Then he delivered a punch to the one spot on Overlord's body that wasn't protected: his face. The blow sent Overlord shooting up into the air, actually flipping from the blow, before falling back down to the ground.

"You're out!" Ben shouted like an umpire. As he looked over at Overlord, he could feel the excitement building up. He now had super speed and super strength. He had superpowers off his own now! This was so cool!

Just then Ben could hear whispers and stammers. He turned to see that a small crowd had gathered around him. Some even had their cellphones out and pointing right at him. Ben cringed. He didn't know how long they had been doing this but it was a safe bet to think that they might have caught him moving really fast and really strong. Soon, all of Bellwood would find out that he had powers without the Ultimatrix. While it wasn't really a bad thing, Ben figured that jerk Harangue could use it against him. But man, what a thrill. He couldn't wait to see the look on the others face when they saw it.

The others. Here, Ben's face fell. He still had to worry about those Hollows who actually wanted him to go to Hueco Mundo and become their king.

"Just when my day was starting to look up," Ben grumbled. "Well, I guess it's time to head back."

With that, Ben kicked off the ground and dashed straight back in the direction of Los Soledad. Needless to say, that little speed stunt got every spectator in the area buzzing with gossip.

* * *

><p>Gwen was furious, like Ben predicted. "Ben!" she yelled, "How could you go off and do that?"<p>

"What, fight Overlord?" Ben retorted.

"What Gwen means is why you went and fight him without transforming," Kevin clarified, "Although, it sounds really cool!"

"I know, it was, right?" Ben grinned.

"Ugh!" Gwen rubbed her temples. "Ben, soon, it'll be all over the internet! Now everyone knows you have powers without transforming. Soon they'll be knocking on your door for an interview."

Ben shrugged, "It's nothing new."

"Ben!"

"And we need to talk about those Hollows," Kevin stated.

That snapped Ben out of his good mood. "Right," he said. "Those Hollows." He asked, "How are things holding up?"

"They know better than to deal with four Espada level Arrancar," Kevin said. "But they're getting restless."

Ben sighed. "Well, I might as well get this over with." He approached the part of Los Soledad where his friends and the Hollows were gathered.

"Ben-sama has returned!" the hawk Hollow cried joyously.

Ben rolled his eyes. "Look. I'm flattered you guys all want me as your king but come on…let's be serious. I have friends and family here. I can't just leave them."

"Then have them come with you," the dog Hollow offered. "We may despise humans but all you need to do is say the word and they will not be harmed."

"Well that's very nice of you," Ben said. "But…"

"Why cling to this life, Ben-sama?" one Hollow that looked like an ant asked. "All humans die eventually. It's only a matter of time before they go to Soul Society or Hueco Mundo."

"Well, granted," Ben said. "But still…"

"Think about it, Ben Tennyson," the slug Hollow offered. "A whole kingdom for your own. An entire army of Hollows at your command."

Ben paused when he heard that. Well now…that did sound slightly appealing.

"If you wish, you may bring your harem with you," another Hollow added. "They shall be your queens."

Ben did a double take. "I'm sorry. What did you say?"

"Your queens, Ben-sama. A being as powerful such as yourself surely deserves fine women. And if the tales are true, you have snagged five of the loveliest women in Hueco Mundo."

Ben held his head in his hands while Kevin and Lilynette snickered behind him. Just when he thought he was rid of this problem over the summer. Now it was back up again apparently at full blast.

"Well, can't beat an offer like that," Kevin said with a grin. Just then he winced as Gwen elbowed him right in the chest. "What, again?"

Ben groaned. This situation was going nowhere fast. These Hollows wanted him to actually rule over them, they refused to listen to reason. Honestly, Ben had expected the Hollows to be more barbaric and vicious like the ones Ulquiorra had told him about. Maybe these guys were actually the weaklings in Hueco Mundo who just wanted somebody to stop the stronger Hollows from devouring them.

"Well, I've got to admit, Ben Tennyson," said a voice that was all too familiar. Ben paled.

"Oh, no. Not her." He slowly turned around.

Standing there, with a hand on her hip, was none other than Yoruichi herself.

"You never cease to amaze me, do you?" she asked with a grin.

The Hollows growled, hissed and snarled at the new arrival.

"Shinigami!" one cried, recognizing her scent. "You stink of Shinigami!"

"I do?" Yoruichi sniffed her clothes. "I guess I should ask Kisuke to fix my Gigai if I'm leaking Reiryoku."

"Hold on!" Ben shouted to the Hollows. "Don't attack her!" The Hollows stopped their advance. They were already starting to listen to him. Granted, it was more for the Hollow's benefit since Yoruichi could have easily killed them with little effort.

"Looks like they already obey you," admired Yoruichi.

"What are you doing here, Yoruichi?" Ben asked and the woman strode over to Ben and put an arm around his shoulders. Harribel and Nelliel's eyes narrowed at the casual display of affection.

"Can't I visit?" Yoruichi grinned.

"Not without a reason," Be remarked. "So I can guess you probably showed up because of…"

"Your subjects? Yes," Yoruichi admitted as she removed herself from Ben. "Ben, you should know that Hollows, in general, are viewed as enemies by the Shinigami. If the Hollows came to you to be their king then the Gotei 13 might be forced to act against you."

"Why?" Gwen questioned sharply. "He saved the world! He beat Aizen!"

"Yes, we know, but that's the thing. Ben here was able to do the impossible. As Alien X he can strip a Shinigami of their powers. A lot of the Shinigami, while they admire Ben also fear him because of Alien X," Yoruichi explained.

"But I'd never do that!" Ben insisted.

"The ones you've met know that, but still there's been a lot of talk about the human who could defeat Aizen when not even the top tier of the Gotei 13 could faze him. If you ever become King of the Hollows, well, you'd be labeled as a threat."

"Ben-sama!" one Hollow cried. "Don't listen to her! Your power is more than a match for Soul Society! No one can stand against you!"

That was an exaggeration and even Ben admitted that. Sure he had Alien X but in his opinion it was sheer dumb luck that allowed him to use it against Aizen. Next time wouldn't be so lucky.

"So," Ben said. "Why is that Hollows are such a threat to the Shinigami?"

"Because they devour the souls of the dead," Yoruichi explained. "Turning them into more Hollows. Hollows are also a danger to living beings as well, sometimes preferring to devour the souls of the living instead of the dead."

Ben cringed at that. Not a pleasant thought at all. Then something occurred to him. "What about Arrancar? Do they still need to devour anything?"

"No," Ulquiorra said, causing everyone's attention on him. "Once we have reached the stage of Arrancar, we lose the need to devour anything. Aaroniero was the only exception as his power came from devouring other Hollows."

"I see," Ben said, scratching his chin. He snapped his fingers. "I've got a way to prevent the Hollows from devouring souls and get Soul Society to leave them alone."

"You do?" Yoruichi asked. "What is it?"

Starrk caught on. "Hold on, Ben. I don't know if that can be pulled off."

Ben looked at his friend. "It's a long-shot, Starrk. But we have to try it."

"Try what?" Lilynette asked. "What's Ben planning?"

Ulquiorra looked at Ben. "Do you guarantee that this will work?"

"Not really," Ben said. "But what other choice do I have? If I go with these guys, Soul Society's gonna be gunning for me. If I don't go, these guys might try to drag me there by force."

"I'd like to see them try," Apacci said nastily.

"So," Kevin said to Ben. "What's your plan?"

Ben grinned at him. "I'm gonna try and find a way to turn every Hollow in Hueco Mundo into an Arrancar."

**End of Chapter.**

* * *

><p><strong>Well, everyone. How was that for a chapter. Hopefully it was good enough to enjoy. I know there wasn't really any romance in this chapter but it didn't really feel like the right time for that stuff. Anyway, the plot is thickening. Can's Ben's plan really work? Will Soul Society find out about the Hollows wanting Ben as their king? What trouble will Will Harangue bring on himself for hiring Ulquiorra to investigate Ben? Find out in the chapters to come!<strong>


	3. Have time will travel part 1

_Disclaimer: Ben 10 and Bleach do not belong to me._

_Me: Well, everyone. At long last, I did something right._

_Voice: Yes. So you have._

_Me: Huh? (I turn to see Megatron towering over me.) Megatron!_

_Megatron scoops me up: We have lost our patience with you, Bigby. As usual your incompetence to keep up with your stories precedes you! My fellow Decepticons and your dear viewers have waited months for their story and you waste several blasted months to even make something remotely close! I should blast you right now! (Aims his Fusion Cannon at me.) And no Optimus Prime is here to save you._

_Me: Megatron, wait! You've got it all wrong. I was just having trouble choosing what to write next._

_Megatron: Your viewers have supplied you with plenty of material and you are still suffering from writer's block?_

_Me: I've been busy. My job and school have to come first._

_Megatron: But for months?_

_Me: That's how bad my writer's block is!_

_Megatron narrows his eyes at me: You are either lying...or you're stupid._

_Me: I'm stupid! I'm stupid!_

_Megatron drops me: Very well. If I was to slag you right now, I would have to deal with whatever fans you possibly have left. You have been warned, Bigby. Your viewers alone should not be kept waiting...will you try __my__ patience?_

_I gulp._

_Megatron: Now that we have established your position, we must talk about your dabble in the romance area. Hopefully even you realized that you almost reduced your story to a sappy mush tale._

_Me: I realize that now, Megatron. I got carried away in the romance. I'll fix it, I promise!_

_Megatron: Good. And regarding your remakes for Death Plus Vampire and Ten Piece._

_Me: I'm not going to be doing those anytime soon._

_Megatron: What?_

_Me: I enjoy working on Bleach: Ultimate Alien and the Great Fanfiction Crossover right now. I'm just not into those two other stories at the moment. I'm gonna write the stories I want to write and not because of what viewers want me to write. I'll do those remakes eventually but not right now_

_Megatron looks ready to blast me but stops: Killing you will accomplish nothing. Very well. Continue._

_But seriously folks. I had just lost my interest in Ben 10 all this time. That's why it took me so long to finally update again. In fact, if it hadn't been for Sallem Cortez, I would have given this story up for adoption. So, thank you a lot, man._

_By the way, the Hogyoku has granted Ben his aliens abilities, but I think I'll make it that the Hogyoku also amplified his aliens' powers. That way, that break down sphere doesn't render Ben's transformations to his aliens useless. Hopefully this works.  
><em>

* * *

><p>Chapter 3: Have Time, Will Travel part 1<p>

Everyone stared at Ben. To them, what he just said was about the same as him declaring he was going to solve the world's hunger problem.

Lilynette stared at him in amazement. "Turn them all...into Arrancar?" .

Everyone, or mostly everyone, jumped when they heard laughing. They turned their heads and saw that Yoruichi was the one laughing.

"Ben," She said to him once her laughing died down. "That has got to be the craziest, most ridiculous, most absolutely impossible plan I have ever heard of." But then she grinned. "I like it."

"And how do you intend to do this?" Ulquiorra questioned Ben. "Aizen was only able to accomplish such a thing with the Hogyoku. And it required his vast amount of spiritual power to do so. Of course, you could easily accomplish this, and without the Hogyoku, if you simply turned into Alien X."

Many of the Arrancar, and the Hollows, got excited at this. They heard of this powerful being that had beaten Aizen like a ragdoll. They were all eager to see the powerful Alien X in all his glory.

Ben cringed. "Oh." He frowned. "Using Alien X would be a good idea, but I don't know if I can get Serena and Bellicus to agree with me on that."

"No problem, Ben," Yoruichi reassured him kindly. "Kisuke has the Hogyoku, remember? And he'd be more than willing to help you in your plan."

"Would Soul Society let him do it?" Starrk asked her.

Yoruichi's grin became Chesire-like. "He's been going behind Soul Society's back for years. This will be just another day for him."

"But you need a high amount of spiritual power," Kevin reminded everyone. "No offense but Aizen still had that in his favor."

Yoruichi nodded. "Yeah. Aizen's spiritual power was strong. But that was required to bypass the Hogyoku awakening. I'm quite certain that Kisuke can find a way to wake it up by now."

"Personally I wouldn't be surprised," Ulquiorra commented. "Of all the Shinigami, Urahara Kisuke was the one who Aizen respected the most."

"With Ben and Kisuke working together," Yoruichi explained. "I'm quite certain that Ben's plan for turning all the Hollows into Arrancar can actually be pulled off."

Just then the Hollows all gathered began giving out cheers and praises for Ben.

"Did you hear that?" One Hollow cried. "The great Ben-sama is going to grant us all the state of Arrancar! We shall obtain power like we have only dreamed of. See how Ben-sama rewards those who are loyal to him!"

Ben made a face as the Hollows cheered wildly.

"Seriously," Kevin whispered to Yoruichi. "I thought Hollows were supposed to be cold blooded killers. What's up with these guys?"

"They must be the underdogs who came crawling for someone other than Aizen to protect them," Yoruichi answered him. "But considering that Ben's the one who defeated Aizen, I bet everyone in Hueco Mundo is scared of him."

Ben snorted, having overheard them. "Not Grimmjow. I'm still aching from our last fight."

Gwen cringed. "Yeah. I forgot about him. Something tells me he's not gonna like all these Hollows wanting Ben to be their king."

"Grimmjow Jagerjaques has gone off on his own," One Hollow said. "Of course, wherever he goes, all other Hollows make sure to stay out of his way. Nobody wants to mess with him."

"Well," Mila Rose said. "I suppose with so many of the Espada over here, Grimmjow is the most powerful Arrancar in Hueco Mundo."

"But it doesn't matter," Another Hollow said. "He's no match for Ben-sama, so even if he tries to pull something, it will only end in his agonizing defeat."

"These guys are broken records," Lilynette muttered.

"Well," Ben told her. "At least we have something to work with."

"It's a good plan, Ben. But I think you have something else you need to worry about."

Everyone turned their heads to see Gin standing there in normal clothes. That smile on his face. "Hey, everybody."

"Gin!" Ben said with a smile. "What are you doing here?"

This really got the attention of the Hollows present. Even though Ben was the one who defeated Aizen, Gin was said to be the one that finished him off. Yoruichi frowned. Sure Gin had finally gotten rid of Aizen but that still didn't make her willing to trust him.

"What are you doing here, Gin?" Nelliel asked curiously. "I thought you were traveling with Paradox."

"I am," Gin said pleasantly. "And that guy's got a great sense of humor."

"So what brings you here?" Starrk asked. Even though Gin was revealed to be against Aizen all along, he was still wary around the guy.

"I have a message from Paradox for you," Gin said, pulling a folded up piece of paper from his pocket.

"From Paradox?" Apacci asked. "Why didn't he give it to Ben in person?"

"He can't step foot in Los Soledad," Ben explained to her. "He's constantly time traveled here and he said it makes the time continuum in the area paper thin."

"Bingo," Gin replied slyly. "He had to bring me a good distance away from here. And since I'm in a gigai, I had to walk here. My feet are killing me." He handed Ben the piece of paper and sat down, that grin still on his face.

"So, Ben," Kevin spoke as Ben began unfolding the piece of paper. "What does Paradox have to say?"

"Dear Ben," Ben read aloud. "I need to talk to you about a very important matter. With the space-time continuum being so paper thin in Los Soledad, there is a slight chance of a time anomaly taking place any day now. It is imperative to make sure the continuum is fixed. As I am unable to step foot in Los Soledad anymore, I would really appreciate you doing it in my place. Such a thing would be rather simple for Clockwork to do and I am quite certain you can do it. Good luck, Ben. Sincerely, Paradox."

"That's it?" Kevin asked skeptically. "Nothing Paradox does is this simple. There's got to be more to do it."

"I have to admit that Kevin has a point," Gwen admitted "Why is Paradox asking you now of all times to do this? Something's fishy, Ben."

Ben frowned. "No kidding." He looked at Gin. "Alright, Gin. What's Paradox planning?"

Gin still smiled. "Sorry, Ben but I'm just as lost as you are. That Paradox is better at hiding things than me."

Ulquiorra frowned at him. "You have successfully managed to fool everyone, including Aizen, that you were on his side, only to reveal that you intended to kill him all along. Someone like you would not be able to fool easily, even it was Paradox."

Ben remembered Paradox keeping him in the dark about this whole war between Soul Society and Hueco Mundo. But he had to admit that Paradox had good intentions and everything turned out fine. He would just have to take a leap of faith for this one.

"Guess I might as well." He said as he activated the Ultimatrix. He scrolled to the alien he needed and slammed the dial down. In a flash of green light, he had transformed. "Clockwork!"

Everyone gathered around this brand new alien. He looked like a some sort of golden robot, made up of brass colored material. His chest had a translucent window on his chest, revealing gears on his chest. The strange protrusion on his head gave him an like appearance an Aztec idol.

"This is one of the aliens I discovered over the summer," Clockwork explained as he looked at himself.

"So you have an alien with time powers?" Apacci asked. "That would have been helpful against Baraggan, you know."

"Don't I know it," Clockwork muttered, wishing he could have seen the look on that old fart's face if he learned that he had time powers too.

"Hey!" Dondochokka said. "This guy's gotta come in real handy, don't cha know?"

"Yeah," Pesche agreed. "He could go anywhere in time he wants. I've always wanted to know what it's like to travel through time!"

Baraggan's Fraccion looked at Ben in shock, awe...and fear. Time had always been the power that Baraggan prided himself on. To know that Ben had this kind of power all along scared them and caused them to respect him a little more.

Except Vega. In his mind, it was the Ultimatrix, not Ben, that was the power. Without that powerful device, Ben was nothing.

But the Hollows all looked at Ben with great awe. The fact that Ben had a form that could rival Baraggan just increased their already high worship of him.

Nelliel noticed Harribel was looking at Clockwork with a strange expression on her face. "Tier?" She asked her friend. "You okay?"

Harribel snapped out of her stupor. "What?"

"Are you okay? You were staring at Ben really weird," Nelliel replied.

"I'm...fine," Harribel said and spoke no more. She looked at Clockwork with her usual level headedness. But in her mind, Harribel was buffled.

_Something about that creature. Why does it look so familiar to me? I have never seen Ben turn into that creature before nor have I ever met any others like it. But still...this nagging feeling in my mind. _

"So," Clockwork said as he looked at the others. "...How exactly do I fix the space time continuum?"

That brought a look from everyone. They all shared a look with each other. How exactly was Ben supposed to fix this problem? Paradox didn't tell him how. But then again, Paradox didn't always give him specific instructions about what he needed to do.

"This is tricky," Gwen admitted.

"I guess he just needs to win it," Kevin suggested. "Ben does most of his good stuff by accident."

Clockwork looked at Kevin. If his face could move, everyone figured he would be frowning right now.

"Alright," Clockwork announced as he readied himself. "Here goes nothing." With that, Clockwork began focusing his powers. The dial like object on his head began spinning and emitting green energy.

"Ben..." Gwen nervously called to her cousin. "Are you sure you know what you're doing?"

"I have absolutely no clue!" Clockwork called back, hoping that he was doing the right thing. He pondered about what he needed to do as he thought about Clockwork's powers. He could travel through time, though Ben had never actually used that ability. He could look into the past to see what had happened without time traveling. And he could shoot green beams that had the power to age things into dust. Well, maybe he could the opposite with his powers and restore things to a younger state. Just like how Paradox was able to revert Kevin back to a younger age and when he fully restored Ulquiorra.

_I hope this works. _He thought to himself. With no other way to do but to do it, Clockwork focused his power on restoring things to a previous state.

But then something went wrong. Clockwork found his body being engulfed with green light.

Everyone's eyes widened as they saw this happen. But it was surprisingly Redder who spoke what everyone was thinking. "Something tells me he's not supposed to be doing that."

"Ben," Sung-Sun spoke up. "I think it's best if you stop right now."

"I...I'm trying!" Clockwork cried out. "But I...can't...move."

"Hold on, Ben!" Nelliel tried to encourage him but failed to hide the nervousness in her voice. "We'll think of something."

"What exactly do you propose we do?" Kevin asked her.

"We've got to do something!" Lilynette cried out.

"Look," Kevin said to her. "I want to help Ben but last time I went up against something with time powers, I got aged into an old man. And I don't think Paradox is gonna be here to de-age anyone this time."

"But what's going on?" Yoruichi asked. "Why is this happening?"

"It must be because of how thin the time space continuum is," Gwen theorized. "Clockwork attempting to use his time powers must have been the last thing it needed to set it off."

"But what's going to happen?" Findor asked her.

"I don't know," Gwen admitted. "And I don't think I want to know."

"What about me?" Clockwork yelled at them as the green light around his body began glowing brighter.

The others all looked at each other. They wanted to help Ben but they had no idea what to do.

Suddenly the green light expanded into a blinding flash. Everyone was forced to shield their eyes due to the brightness.

"Guuuuuuuuuys!" They heard Ben scream.

"Ben, hang on!" Kevin called to him but was unable to do anything because the light was so bright.

"Hellllllllllp!" Ben shouted. Suddenly his voice began getting fainter, as if there was a distance between him and the group. Everyone wanted to see what had happened but the bright light was still shinning in their eyes.

When the light finally faded, everyone was able to open their eyes. Everything was the same except for one thing...

"Where's Ben?" Lilynette asked, looking around. "Where'd he go?"

"Ben-sama?" One Hollow asked. They all began looking around.

"What do you think happened?" Kevin asked Gwen.

"I don't know," Gwen answered shakily. She began focusing her power to track Ben's mana. Pretty effective since nobody was no capable of sensing spiritual energy at the moment. "I can't sense him anywhere."

"You don't think...he got erased from existence do you?" Redder asked nervously. But he was greeted with many pairs of death glares.

"Don't even joke about that." Kevin threatened. While he didn't always show it, Ben was the closest thing he had to a brother.

Apacci ran forward and grabbed Gin by the sleeve. "Did Paradox know this would happen?" She demanded. "If anything's happened to Ben, I'm gonna kill that stupid professor!"

"Apacci, calm down," Mila Rose said. "Getting mad won't bring Ben back." She walked over to Gin. "But I agree. Ben's fate is on Paradox's hands and if anything bad's happened to him. We will gladly make sure that Paradox suffers for it."

Normally Sung-Sun would reprimand her comrades for her tendencies but she did agree with them. Paradox was the one who wanted Ben to fix this time space-continuum problem and now something had happened to him.

But then Harribel suddenly grabbed her head. Instantly her three Fraccion were at her side.

"Harribel-sama!" Sung-Sun gently touched her shoulder. "What's wrong?"

Harribel was trembling badly and her Fraccion looked at each other confused and helpless.

"I..." Harribel said in a low whisper that her Fraccion strain to hear.

"What is it, Harribel-sama?" Mila Rose urged. "What's wrong?"

"I...I'm...re...remembering..." Harribel replied weakly.

"Remembering what?" Sung-Sun asked. "What is you're remembering Harribel-sama?"

But suddenly Harribel collapsed to the ground.

"Harribel-sama!" Apacci panicked. She looked over at Gwen. "What's wrong with her?"

Gwen bent down next to Harribel and checked her pulse. "Her pulse is normal." She brought her head to Harribel's mouth and could hear her breathing. "She seems fine. I don't know what happened."

Sung-Sun, Mila Rose, and Apacci all looked at Harribel in concern and worry.

Pesche looked at Nelliel. "First Ben, now Harribel. What next?"

Dondochakka flipped out. "Don't say that. Whenever someone says that, things get worse, don'tcha know?"

Pesche quickly covered his mouth. "Oops. Sorry. I didn't mean to."

Yoruichi looked at the whole scene sadly. "And this day was starting out good too." She looked over at Gin, who was looking with a smile on his face. She frowned. "You seem to be enjoying this."

"Only because I know that everything's going to work out in the end." Gin replied, causing Yoruichi to furrow her brow at him.

"So you **do** know what's going on?"

"Haven't a clue," Gin shrugged. "But I do know this. There's no way Ben would be taken out just like that. It's too...simple."

"You call possibly getting erased from existence simple?"

"Well, after all the things Ben's faced," Gin said. "For him to get written off by something like that would be too...anticlimactic."

Yoruichi looked over at the scene in front of her. The majority were helping the unconscious Harribel while Ulquiorra walked over to the Hollows.

"Return to Hueco Mundo," he ordered them. "When Ben returns, then you may present your desires for him to rule over you."

"Who are you to order us around?" demanded one bold Hollow. "You do not command us."

"This is true," Ulquiorra conceded. "But I am still more powerful than any of you. I was the fourth Espada in Aizen's army. Do any of you truly believe that you have the power to stand against me?"

The Hollows instantly realized how right Ulquiorra was. They were all low level Hollows while Ulquiorra was a powerful Arrancar. And without Ben to stick up for them, Ulquiorra would probably kill them all without so much as a second glance. Plus, there was plenty of other powerful Arrancar right there and the Hollows knew they didn't stand a chance.

"Very well," One Hollow said. "We'll be back once Ben-sama has returned from wherever he has gone."

They opened a portal to Hueco Mundo and began to into it. Soon, the last Hollow left.

"Good riddance," Kevin left out a sigh of relief. "Hollows are the last thing Bellwood needs."

"I'm glad they're gone too, but what about Ben and Harribel?" Gwen pointed out.

"Paradox must have known this would happen," Ulquiorra spoke, drawing everyone's attention over to him. "I am certain that Ben is somewhere, but whether or not he is in capable conditions, I do not know. As for Harribel, I cannot say for sure."

"She said she remembered something," Starrk said. "I wonder what could it be."

"We'll have to ask her once she has regained consciousness," Ulquiorra told him.

"I hope Ben will be alright," Charlotte said sadly. "Harribel too."

"How do we explain this to his parents?" Kevin asked. "We can't exactly tell them that Ben vanished into thin air while trying to fix time and space."

"We'll think of something," Gwen assured him. "Right now, let's find someplace for lay Harribel down at. Charlotte, Redder. Give me a hand."

"Sure, sure." The two picked Harribel up. "Where do we put her, Gwen?"

"There's got to be a medical building around here," Gwen said as she looked around the base. "We'll put her there for now."

The two nodded and followed Gwen as she looked around for the medical building. Apacci, Mila Rose, and Sung-Sun went after them. Starrk and Lilynette exchanged looks with each other and headed in the same direction. Kevin walked over to Ulquiorra to come back.

"Do you really think Ben will come back?"

"After what I have seen from watching Ben and Ichigo," Ulquiorra replied. "I don't think death itself could stop either of them. Ben will return to us." And he went to follow after Gwen and the others.

"I hope you're right," Kevin said to himself as he looked up into the sky. "Be safe, Ben."

* * *

><p>The first thing Ben realized was that he was normal again. Two, he realized he was in the air. Three...he was falling.<p>

But Ben had no time to activate the Ultimatrix and choose one of his flying forms as he already hit the ground. Apparently he hadn't been very high in the air. He noticed that the ground he had felt didn't feel like the ground of Los Soledad. It felt like...

"Sand?" He inquired. He sat up and looked at the ground. Sure enough, he was sitting on a massive heap of sand. A very familiar heap of sand. Instantly Ben was up on his feet, looking around. His jaw dropped.

"I'm back in Hueco Mundo?" He groaned.

Sure enough, Ben was back at Hueco Mundo. And in an area he had never been before apparently. Los Noches was nowhere to be seen, which was weird given its size. Not only that, but there were mountains and large bodies of rocks all over the place.

"Okay...how does using Clockwork take me here? I thought he took me through time, not dimensions." Ben was truly confused about it. But then, maybe it was possible. Since Clockwork could travel through time, there might be a chance that he could travel through space as well. That could certainly come in handy.

"But I need to get back," Ben said, reaching for the Ultimatrix. Just as he was about to pop out the dial, he heard a sound coming closer to where he was. It sounded like...galloping. Curiosity getting the better of him, Ben went to see what was making the noise. He saw a strange hollow that looked like a cross between a deer and a unicorn running from something. He was wondering what it was running from until he saw the huge sand cloud following it. As much as Ben wanted to get back home, he could just sit by and let this Hollow get eaten by another.

The deer like Hollow leaped into a gorge but found itself with nowhere else to run. Suddenly its pursuer burst out of the rocks. It was a freakish hollow with a lower body like that of a worm, a long, thin upper body with many arms, and a horse like face. The deer Hollow responded by shooting a bala at it, but the attack didn't even leave a scorch mark. The bigger Hollow chuckled.

"This is it," he said. "There is nowhere for you to run."

"Hey, ugly!"

Both Hollows turned to the direction of the voice. Both were shocked to see Ben standing on the edge of the gorge.

"Why don't you pick on someone your own size!"

"A human?" The deer like Hollow asked. "In Hueco Mundo?"

"Heh," The bigger Hollow loomed over at Ben. "I don't know how a human got here, but I'll gladly enjoy having you for my next meal."

"Yeah," Ben said as he tried to activate the Ultimatrix. "Well let's see how you like a taste of Way Big!" But the Ultimatrix dial wouldn't bop out. "Uh...hello. Kind of need you to work right now!"

The deer hollow and the worm horse hollow were confused by what Ben was trying to do.

"Whatever it is you were hoping to achieve, human," the worm hollow said as he started walking over to Ben. "It seems you can't do it. You'll make a lovely appetizer to this meal." He indicated the other Hollow with his head.

Ben looked at the Hollow nervously. "I could really use some help right about now."

Just then there was a slight shift among the rocks on the other side. Ben and the two Hollows turned their heads to a smaller, but more human looking creature standing there.

"Who's there?" The large Hollow shouted.

The figure did a flip into the gorge and stood facing the larger Hollow.

"Well, what do you want?" The Hollow demanded. The smaller one didn't say anything. "Well, aren't you a tiny thing. If you want to die, I'll gladly eat you first!" He started charging. But then the more human looking Hollow suddenly used Sonido. In the blink of an eye, the large Hollow was split right down the middle. Ben and the deer hollow both looked with wide eyes amazement. And it personally made Ben glad that none of his Arrancar enemies had ever used such a technique on him.

"You...can't be..." The Hollow said said weakly before he hit the ground.

The smaller Hollow appeared behind him and turned to face Ben and the deer Hollow. And it was here that Ben felt as if time stopped.

The Hollow before him was female. That was obvious. Her body had gill like markings and shoulder spikes. Running from her back was some sort of white extension with a dorsal fin attached to it.

But that wasn't what surprised Ben. No. He saw her short, blonde hair and the gigantic sword that completely covered her right arm. Her eyes, the way her jaw was completely covered up. There was only one person he knew like that.

"Tier?" He asked aloud. The Shark woman looked up in his direction and without warning, leaped right at him. Before Ben could do anything, she was right in front of him and raised her sword right to his face.

"Who are you, human?" She asked. It was Harribel. That was her voice. Albeit a lot colder than he remembered. "And how do you know my name?"

Ben realized what had happened. Somehow, when he tried using Clockwork to Los Soledad, he not only got blasted to Hueco Mundo, he got blasted to Hueco Mundo in the past. And right now, one of the women he cared about was ready to shish kabob him.

"It's...kinda hard to explain," Ben replied, grinning nervously at the sword in front of him.

**End of chapter.**

_Megatron: What? This chapter was shorter than your previous ones._

_Me: I know. But I think this might be easier for me. Shorter chapters mean i have a chance to make the chapters faster._

_Megatron scratches his chin. "I see, shorter but faster. Very well. But do not disappoint me again, Bigby. Or you shall taste the power of my Fusion Cannon point blank._

_Me: *Gulp* S...sure thing, Megatron. By the way, I have another story request for anyone interested._

_Megatron: Another one? Bigby, only two people have taken your story requests and you have requested many._

_Me: Well..they might like this one. My story challenge is a transformers/Sonic crossover. The storyline is that thanks to Wheeljack's invention, the Protectobots wind up in Sonic's world, Mobius. While trying to find a way home, they decide to help the Freedom Fighters out. Unfortunately, the Combaticons have also ended up in Mobius and have decided to team up with Dr. Eggman. I'd like to make it but I don't know if I could get the Combaticons and the Protectobots personalities right. I'm looking forward to anyone who's interested in writing this story._

_By the way, I'm not quitting my Great Fanfiction Crossover story either. I just needed a kick in the head to get this story going again. Continuity, trying to make a long chapter, and lack of doing anything Ben 10 related is what caused me to lose interest. But now I seem to be back on track so don't worry._

_By the way, I have some story requests on behalf of my friend Sallem Cortez 004. The requests are on my profile. Read my profile and see if you want to take his requests. Since he's the one who helped me get back into this, he deserves plenty of credit.  
><em>


	4. Have time will travel part 2

_Disclaimer: Ben 10 and Bleach do not belong to me._

_Well, everyone. I apologize for taking so long to update again and with such a short chapter. I'm going through some personal stuff right now and I won't bother you with all the details. Anyway, I've been watching the Bleach anime episode where Harribel is a vasto lorde and I'm certain that there was several intervals between the times Harribel and her fraccion were Hollows. Which means I've got plan how long Ben is actually in the past and how he will survive as he needs food and water. Plus, I've decided to make shorter chapter with the hopes that I can make them faster. Course, stuff in my life might come up and delay that too so I guarantee nothing.  
><em>

_I have another announcement to add. Although I said this pairing was supposed to be HarribelxBenxNelliel, Sallem Cortez 004 wants this story to be a harem fic. But _**I **_don't want it to be a harem fic. But since the two of us can't agree, we've decided to put a poll. We'll let the viewers decide which pairing they want for this story. My poll is on my homepage and I've noticed that several people have already voted and the harem pairing is in the lead.  
><em>

_But there is something I must confess people, I don't know how long I can stand it. The graphics for Ben 10: Omniverse are terrible! Everyone looks so ridiculous. What happened to the good ole graphics where they at least looked like more realistic cartoons. (Boy is that a paradox.) If the show is even worse I don't know if I'll have the strength to go on with the story. Ben 10, how far have you fallen?  
><em>

_By the way, this is the only crossover story I'm gonna be working on for a while. I think that's why I get myself into these messes. Crossovers are harder to do then non-crossovers because you have to juggle between multiple stories instead of focusing on just one.  
><em>

Have Time, Will Travel part 2

Well this was a fine mess Ben had found himself in. Somehow he had gotten himself warped back to Hueco Mundo in the past and was now being threatened by Tier Harribel back when she was a Hollow. Ben knew that he had to think of something fast. For some reason, his Ultimatrix wasn't working and he knew that his Hogyoku granted powers may not be enough to fight her. If what he had learned from Ulquiorra about Hollows was true, then Harribel was a Vasto Lorde, the most powerful level a Hollow could achieve before becoming an Arrancar. His strength and speed would not be enough to hold her off.

"How is it that you know my name?" Harribel demanded from Ben.

Well that was a good question. Ben didn't know if he could tell her that he was from the future and that she was in love with him. No that wouldn't work. She'd just think he was crazy and then she might try to kill him.

"I've heard about you," He lied. "You're said to be one of the most powerful Hollows in all of Hueco Mundo."

Harribel didn't look convinced. "And how would a human know about Hueco Mundo and Hollows?"

Ben cringed. He forgot to come up with answer to that question.

"You're not a Shinigami," Harribel said as she looked at him. "You do not have the reiatsu of one. Has Soul Society been reduced to using normal humans to spy on us?"

"Soul Society didn't send me," Ben told her, glad that he could give her an actual, and honest, answer. "And I'm not here to spy on anyone. I got here completely by accident."

But the answer still didn't relax Harribel. "So you know about Soul Society as well. How do you know all these things?"

"Uh...I worked with them before," Ben replied. "Helped them out with some trouble. But I don't share their views on Hollows, I promise."

"Really?" Harribel asked, suspicion still in her eyes.

"Yeah," Ben assured her. "I mean, I'm not big on the whole devouring other souls thing, but you guys have a right to exist and be helped."

Harribel narrowed her eyes at him. "You speak as if we are diseased."

Ben frowned. "I didn't mean that. I know you guys do it because of this huge hunger thing and I want to help."

"And why would you help us?"

Ben smiled softly at her. "Because I know that you Hollows are more than just mindless beasts. You're people and you have a right to exist. So I'm gonna get rid of any excuse the Shinigami need to hunt you."

He nearly blurted that he was working on a plan to turn all Hollows into Arrancar but he didn't know if she knew what Arrancar was. Or if she would even believe him at all.

Harribel said nothing at first, but then she lowered her sword arm. "Despite the absurdity of your claims...I can tell you are not lying. Very well. I shall spare your life for now." She started walking away and turned her heard to look at the deer Hollow, who had been watching them the entire time in curious fascination. She leaped into the air and landed right in front of the deer, who flinched but otherwise did not move. At first the two simply looked at each other before Harribel turned and started walking. "Come with me."

The deer was taken aback by this. "Wha-what did you just..." It asked in a female voice. Ben's eyes widened. Apacci? This was what Appaci was like as a Hollow? Dwelling on this now, Ben could see the resemblance between this Deer Hollow and Apacci's released state.

Harribel stopped in her tracks and looked back at her. "I said "Come with me"." She replied before continuing to walk again.

Apacci said nothing, just stared at Harribel for a moment before she started walking with her.

"Hey!" Ben called, causing the two to stop and look at him. "Wait for me!" He started to climb down from the rocks but his fingers lost their grip. Ben fell and landed hard on the sandy ground. While the sand somewhat cushioned his blow, Ben was grateful for the new endurance and healing factor that the Hogyoku had granted him.

"Wha-what do you think you're doing, human?" Apacci snapped rudely at him.

Ben slowly got up and brushed himself off, surprising Harribel and Apacci that he was relatively uninjured from the fall.

"Can I come along with you guys?" Ben asked, causing Apacci's eyes to go wide at his request. Harribel show surprise as well.

"A-are you crazy?" Apacci demanded. "Why should we let a human like you come with us?"

Ben scratched his chin. "Well...I have nowhere else to go."

"How about you go back to wherever it is you came from!" Appaci retorted.

Ben frowned. He wasn't used to Apacci being so rude to him. "Believe, if I was able to, I would. But I can't at the moment."

"And why not?" Apacci asked snidely.

"Well, you see," Ben said. He showed the Ultimatrix to Apacci, who was eying it with great curiosity. "This is what brought me here but for some reason, it doesn't want to work right now."

"What do you mean "it doesn't want to work right now"? You sound as if that thing on your wrist has a mind of it's own."

"It kinda does," Ben consented. "And right now it must need a recharge or something. I'm sure it will start working again soon. So...can I stick with you guys until then."

Apacci was about to flat out refuse him but Harribel spoke up. "Very well."

"What?" Apacci rounded on her. But Harribel looked at her calmly.

"This human does not see us the way the Shinigami do," Harribel told her. "Besides...he was attempting to save you before I arrived. He deserves something for his troubles."

Apacci grumbled while Ben let out a relief sigh. The two of them started following Harribel but Apacci made sure to keep as much distance away from Ben as possible. Ben was a little discouraged by this behavior. Sure this was the past and Apacci didn't know him but...

* * *

><p>Ben said nothing as he followed Apacci and Harribel to what appeared to be a cave. The two went in first. When Ben reached the cave entrance he noticed stone stairs that led downward. Curious now, Ben slowly descended down the stairs. The further down he went, he noticed that he could hear the sound of fire roaring and see light in the distance. He must have been nearing the bottom of the stairs soon. He kept silent the whole time. Aside from the fire, the only thing he heard was the sound of his, Harribel, and Apacci's feet, or hooves in the latter's case, as they walked down.<p>

"Welcome back, Mistress," A voice said that caused Ben to pause.

_That's Mila Rose's voice. I should have known she would be here. I wonder if Sung-Sun's here too._

"Oh my," Said Sung-Sun's familiar voice. "And who might this be?"

Ben first thought she was talking about him but since he couldn't see her, she was probably talking about Apacci, who was ahead of him.  
>Curiosity really getting the better of him, Ben dashed down the stairs. Harribel stood next to a large, flat stone like object that Ben was unable to tell if it was a table or some kind of platform. Standing next to it were two Hollows who Ben guessed were Mila Rose and Sung-Sun. One was a colossal lion like creature with a gold face and mane. The other was a long and rather large purple snake with a white shell like structure on the top of its head.<p>

"A human!" The lion cried. "What is a human doing here?"

"A little snack perhaps?" The snake asked, eying Ben more curiously than hungry.

"They are new comrades," Harribel told the two of them.

"Hmm?" Mila Rose and Sung-Sun looked at Harribel in surprise.

"Comrades?" Apacci asked. "What did you just say?"

"Harribel-sama," Mila Rose asked. "This deer I could understand but why this human. Who is he? And how did he get here?"

Harribel looked at Ben now. "Yes...what is your name?"

Ben smiled sheepishly. "My name's Ben Tennyson."

"Tennyson, hmm?" Sung-Sun asked. She looked at the ten on his jacket. "Ben 10?"

Ben frowned when she said that. "Yeah...I get that a lot."

"Now wait just a minute!" Apacci interrupted. "Who decided that I was suddenly your comrade? Sure you saved me but it's not like I asked you to." She looked at Ben. "Or this human to either!"

"Watch your mouth!" Mila Rose snapped at Apacci. "Who do you think you, talking crap like that after we..." But then she paused as what Apacci fully said registered. "Did you say...this human tried to save you?"

"It's true," Harribel confirmed. "Ben Tennyson was defending her from another Hollow. He says that he came here by accident and is currently unable to return to the land of the living. As he was kind enough to try and help a Hollow, it is only fit that we provide him with shelter until he can return."

"Heh," Mila Rose said as she looked at Ben. "At least he'll be better company unlike some grateful little horn head."

"What did you call me?" Apacci snarled.

"That's enough, both of you," Sung-Sun said snidely. "If the human finds staying with us unbearable, I can hardly blame him with the way you two are behaving."

"What did you just say?" Mila Rose demanded.

"Why you..." Apacci grumbled.

Ben just deadpanned at the whole scene. Even when they just met, they already were acting this way. What a funny place the universe was.

"That's enough Sung-Sun, Mila Rose," Harribel said to the two of them calmly.

"Yes, mistress," The two said to Harribel. The vasto lorde then drew her attention to Apacci.

"Sorry about that. Have you got a name? What is it?"

Apacci looked at Harribel for a moment. "Apacci," She replied.

"I have no ulterior motives for bringing you or Ben here," Harribel said. "Women like us are easy prey for the males. I brought you here simply because I believe...that it's better to act as a group than to act alone."

Apacci stared at Harribel while Ben gave them all a sympathetic glance. In a way, it kind of reminded him of how women are preyed upon back on Earth. Though for different reasons. Harribel looked to him now.

"It is strange that a human, knowing what a Hollow truly is, would put his life on the line to help one," Harribel said. She looked at the Ultimatrix. "What is that device? I've never seen anything like it."

Ben grinned. "It's called the Ultimatrix. It allows me to transform into these...monsters."

The four Hollows' attention was drawn to the Ultimatrix now.

"So...you were attempting to turn into one of these monsters when I found you?" Harribel asked.

Ben nodded. "But for some reason, it's on the fritz and I can't use any of my monsters. I'm guessing it took a lot of power taking me here."

Harribel looked at him now. "You said you came here by accident and yet you also say this device brought you here?"

Ben cringed. "...not exactly. I was using one of my monsters to fix this problem and then I somehow wound up...here." Ben's mouth dropped as comprehension dawned on him.

Apacci, Mila Rose, and Sung-Sun all exchanged a confused look with each other before looking back at Ben while Harribel narrowed her eyes.

_He knew. _Ben realized. _He knew this was going to happen to me. But why? Why would he want me to get sent to the past? Especially Harribel's past?_

"Oi! Human! Snap out of it!" Mila Rose called to Ben. Ben shook his head and looked at her.

"I'm sorry, what?" He asked.

"You were just telling us how you got here and then you zoned out on us," Sung-Sun responded.

"Sorry, I just realized something," Ben answered.

"Realized what?" Harribel asked.

Ben debated whether or not to answer them truthfully and how much of the truth he should tell them. Well, even though this was the past, these girls were his friends now...and he didn't feel right completely lying to them.

"Someone wanted me to come here for a reason," Ben explained. "But he tricked me into coming here." He noticed the suspicion in Harribel's eyes so he quickly said. "No, he doesn't work for Soul Society. He kind of does his own thing. And Soul Society doesn't really like him that much anyway."

While the suspicion had not fully left Harribel's eyes, Ben could see a slight bit of relaxing coming from her. After all the time he spent with the girls, he could understand their body language. Course, he didn't really need to do so with the other three since they were very vocal about their feelings.

"Very well," Harribel said after a moment.

"You actually believe him?" Apacci asked incredulously.

"If he was hoping to deceive us," Harribel explained. "He would have used a more convincing lie."

Mila Rose chuckled. "Pretty short tempered, aren't you?"

"What did you say?" Apacci asked. "At least I don't have an ugly face like you do!"

"What was that, you little horn head?" Mila Rose retorted.

"My, my," Sung-Sun said snidely. "It seems the two of you are already pretty close. You're practically sisters."

"Shut up, Sung-Sun!" The other two yelled at her.

Ben rolled his eyes. Harribel turned her attention to him.

"So, you are unable to use your device to return to your own land?" She asked.

Ben nodded.

"I could open a garganta to bring you to your own world," Harribel told him. "But the Shinigami would be there instantly once they sensed a vasto lorde in the land of the living."

"It's okay," Ben said. "I'm sure the Ultimatrix will kick back in sooner or later."

Course there were several things Ben hadn't mentioned. Aside from waiting until the Ultimatrix to start working again, Ben didn't know how far he was in the past of the living world. Besides...he was certain that Paradox wanted him in the past for a reason. So he might as well find out what that reason was.

"In the meantime," Harribel said. "It is only fitting that you stay here with us."

"What?" Apacci and Mila Rose cried at the same time, looking at Harribel in shock. Sung-Sun simply looked at Harribel.

"Why?" Apacci asked.

"He's just a human," Mila Rose added.

"Perhaps," Harribel consented. She looked at Apacci. "This human tried to help you before. Is it not fair to offer gratitude to him."

Apacci snorted and turned her head.

"Alone, this human would have no chance against the creatures of Hueco Mundo," Harribel said.

_I'm a lot stronger than I look. _Ben said to himself, certain that the powers the Hogyoku granted him could make him more than a match for most of the Hollows around here.

"Humans are preyed upon far more than the females," Harribel added. "And so, it would be best if he was to join our group until he is able to return home."

"Hmph!" Apacci snorted.

"Fine," Mila Rose said. "But he better keep away from me."

Ben was bummed. Some of his best friends and they all hated his guts right now. Hopefully he could reach out to them until he was back home.

"So," Ben said as he looked back and forth between the four Hollows. "What do we do first?"

Harribel was about to reply when she suddenly looked at the flight of stairs.

Mila Rose and Sung-Sun noticed the change in Harribel's behavior. "What is it, mistress?" Mila Rose asked.

"Someone is coming here," Harribel said.

Sung-Sun snickered. "My, I guess we'd better deal with him."

"Heh," Mila Rose chuckled. "We'll teach them to come here."

Harribel and Mila Rose started walking back up the stairs as Sung-Sun slithered after them. Apacci and Ben just stared as the three left but then Apacci realized that she was being left behind with Ben. Upturning her nose like some snobbish aristocrat, Apacci followed after the other three. Ben sighed as he started to follow after them as well.

"I've got a feeling that this might take a while." he said to himself.

**End of Chapter.**


	5. Have time will travel part 3

_Disclaimer: As usual, I do not own Bleach or Ben 10_

**Have Time Will Travel Part 3**

From the entrance of the cave, Ben had seen the past versions of his friends chase away some kind of Hollow that had been lurking a little too close to their territory. Harribel had told him to remain hidden for the time being despite Ben's assurance that he could handle himself. Apacci, Mila Rose, and Sung-Sun were still a bit skeptical that he had the power to change into monsters but Harribel had told him the reason being hidden was that if Hueco Mundo found out that a human was here, then all the Hollows in the area would be after him. She explained that even then she and the others would not be enough to protect him.

The Hollow, some large, brownish creature with long arms, had been easily chased away from the cave by the three girls but after they chased him up to a certain distance, they stopped. Judging from the way Apacci was looking at Harribel, she must have stopped them from finishing the guy off. It looked like Mila Rose and Sung-Sun were arguing again...he could hear Mila Rose's shouting from here. Harribel on the other hand had turned around and was walking. Apacci stared at her for a moment before following. Ben looked around. Since he couldn't see anymore Hollows, he decided to go and socialize with the girls. Since Mila-Rose and Sung-Sun were still arguing, he thought it might be better to start with Harribel and Apacci.

"Hey, Tier!" He called to her as he caught up.

Harribel looked at Ben but did not reply to him as she continued walking. Having been used to Harribel always willing to engage in conversations with him.

"Why are you being so familiar with Harribel-sama!" Mila Rose shouted as she charged at him.

Ben involuntarily flinched despite possibly being more than a match for Mila Rose thanks to his newfound abilities. Once he calmed himself down he looked at his lioness friend.

"I...I just really trust her," Ben replied lamely, unable to think of a decent explanation without revealing he was from the future and that he was the love interest to all four of them.

"That's no excuse, human!" Mila Rose snapped. "You have no right to just call her Tier as if you and her are friends."

_We're a lot more than that, believe me. _Ben thought. He couldn't exactly say he was in love with Tier but...she did feel a lot more than just a simple friend.

"So let's get something straight, human," Mila Rose said. "I don't trust you and I don't like you. If you think of trying to pull anything on Harribel-sama, I'll chomp off that thing between your legs!"

That really did get Ben scared as gruesome and horrific images filled his head at the thought of such a thing happening.

"Y-yes ma'am," He mumbled weakly as he wanted very much to keep his manhood.

"My, still so vulgar," Sung-Sun remarked snidely as she slithered up to them. "Honestly, Mila Rose, you're going to revolt the boy with your vocabulary. As if _looking_ at you wasn't enough suffering for him."

"What did you just say, Sung-Sun? You little..."

"Okay, break it up," Ben interrupted. He had enough of that in the future and wasn't in the mood to deal with it in the past either. "Look. You guys don't really need to fight. Why don't you guys be nice to each other? I mean, you guys are friends after all."

"And who are _you_ to try and tell us what to do?" Mila Rose snapped at him before stomping off.

Ben sighed. Mila Rose was never this mean to him when he first came to Hueco Mundo.

"Don't let it get to you," Sung-Sun said kindly to Ben. "She's like that with everyone she meets."

"So I've noticed," Ben muttered, greatful that at least Sung-Sun was still nice to him. "How come you're not snappy with me?"

"Well, I'll admit, I am highly skeptical about all those things you've told us but...you seem like a nice person. For a human that is. So, I'm at least willing to give you the benefit of a doubt. Nonetheless I do agree with Mila Rose on one thing." She brought her face right in front of Ben's. "Try to harm Harribel-sama in any way and I will strangle you to death."

Ben cringed as Sung-Sun slithered away to join the others. Ben scratched his head as he sadly watched them walk away.

* * *

><p>Back in the future, everyone was tending to Harribel while Yoruichi forced the Hollows to return to Hueco Mundo until Ben came back. If he came back. Gwen had brought Harribel into one of the military bunkers around Los Soledad while using her spells and mana to tidy the place up. Kevin was following whatever orders that Gwen was giving him to help tend to Harribel. The others were watching her in concern. Yes, even the usually stoic Starrk and the emotionless Ulquiorra showed hints of concern for their comrade. Of course the ones most concerned were her Fraccion.<p>

"What's wrong with her?" Apacci demanded from Gwen.

"I don't know," Gwen told her gently as she looked at Harribel lying on the bed they had placed her. She tapped her chin before looking at the girls. "Has Harribel showed any signs of being ill?"

Mila Rose shook her head. "No. Harribel-sama's been in perfect health. I can't understand why she would suddenly collapse."

"Maybe she's just stressed out," Dondochakka offered. "That's possible, right?"

"This whole thing's got on us edge, Dondochakka," Pesche, who was being rather serious, told him. "But none of us have fainted."

"Something's up."

Everyone looked at Kevin when he said this. He crossed his arms.

"Harribel collapses as soon as Ben disappears to who knows where? Come on, there's no way this is all coincidence."

"Before she became unconscious, she said that she remembered everything," Ulquiorra reminded everyone. "What is it that she remembered? And how does it coincide with Ben disappearing?"

"Time..."

All eyes were immediately on Harribel, the one who had just spoken.

"Harribel-sama!" Apacci, Mila Rose, and Sung-Sun were instantly at her side.

"What is it, Harribel-sama?" Apacci asked.

"I think she spoke out in her sleep," Gwen told them. "She's in her own world now."

"Entire time," Harribel whispered softly. Words were very confusing.

"Entire time?" Nelliel repeated. "What does that mean?"

Gwen shrugged her shoulders before looking back at Harribel. She wasn't sure if the Arrancar could hear her, but at the moment, anything was worth a shot. "What do you mean, Harribel?"

"You were there the entire time," Harribel whispered. Whether she was replying to Gwen or just speaking out loud, nobody was sure.

"Who was there the entire time, Harribel?" Gwen coaxed. But Harribel did not say anything more.

"What's going on?" Lilynette asked Gwen.

"I don't know, Lilynette. I really don't know."

* * *

><p>Back in Hueco Mundo, the girls had all gathered around in the sand resting. Mila Rose and Sung-Sun had both curled up in different spots while Harribel simply sat near by them. Apacci was lying there but she wasn't sleeping.<p>

As for Ben. Well, he had asked if he could join them too. He was met with distrust from most of the girls but Harribel conceded. To a normal person, Harrible may have looked relaxed. But Ben, who had spent so much time around her in the future, was able to tell that she was on full alert for any trouble. And he had a feeling that she didn't trust him. Sighing for the umpteenth time, he simply laid down in the sand. For a while it was just silence as Ben tried to sort out his thoughts. Paradox must have needed him to go to the past for a reason but for what? It couldn't be to change some kind of future was it? If so, what was it? And if he wasn't here to prevent some kind of disaster, was there another reason?

"What's wrong? Couldn't sleep?"

Ben thought that Harribel was talking to him but when he turned his head, he saw that Apacci was looking at her. Although Harribel was still looking ahead, Ben could tell that it was Apacci she was addressing, not him.

"Um, it's not that..." Apacci said to Harribel. "Why do you kill all those guys and never eat them? In Hueco Mundo, the only way to defend yourself is to keep growing stronger. That's why everyone eats weaker Hollows and Adjuchas in order to grow. So...why don't you?"

Ben had noticed that. Harribel and the girls had gone up against several Hollows lately but she would never allow him to take part in the fighting. Normally Ben would have defied her but he needed to earn their trust. But that aside, Ben did notice that Harribel never actually devoured any of the Hollows she had fought. Was it because she was a Vasto Lorder and didn't need to consume Hollows anymore?

Harribel closed her eyes as she gave her answer. "We kill others, but...I don't believe that the power we gain from sacrificing them truly makes us stronger. If we can't defeat them on our own, then we just need to defeat them together. That's all there is to it."

Apacci stared at Harribel as she took in the latter's words.

"There's no such thing as a world without sacrifice," Harribel continued. "But if we force others to make sacrifices, one day we are certain to have sacrifices forced upon us as well."

Apacci felt greater respect and awe as she gazed upon Harribel.

Ben looked up at the starry night sky as he took these words in. This was the life that one of his dearest friends had to endure...before Aizen came along and turned her into an Arrancar. Sacrifices. He knew all that pretty well.

_Even when you were a Hollow, you were a good person, Tier. _He thought tenderly as he looked back over at her. _Caring, brave, dedicated, willing to sacrifice yourself so that others wouldn't have too...I think that's what you were saying. Even though you still killed other Hollows, still...__  
><em>

Ben suddenly sat up right, startling Apacci and causing Harribel to look at him.

"What is it?" She asked.

"I'm going for a walk," Ben replied.

"What?" Apacci exclaimed. "Are you crazy? If other Hollow spot you..."

"Then I'll deal with them," Ben said with a surprising firmness that surprised even Harribel. "These guys are nothing compared to the things I've faced before."

"But if they find out that Harribel-sama's been keeping you here..."

"Then I'll protect her," Ben replied with that same firmness. "I'll protect all of you."

"You!" Apacci snapped. "You're just a human! What can you do? And why would you want to protect us? You don't even know us! And we're Hollows!"

Ben spun around and faced her. His face was so full of determination and resolve that even Harribel was taken aback by it.

"I don't care." Ben said. "Humans, Hollows, Aliens, it doesn't matter. I'm a lot stronger than you think I am, Apacci. A lot stronger. And I _will _protect all of you. No matter what."

Having said his piece, Ben walked off to do some thinking, leaving Harribel and Apacci completely baffled by this sudden change in attitude.

As Ben continued walking, he began thinking some more.

_Besides whatever Paradox wants me to do here, I've gotten to learn more about what Harribel's life was like before Aizen came along._

Thinking of Aizen made Ben's blood boil.

"Looks like Harribel was right. Aizen was gonna force her to make a sacrifice...her own life. Just to suit his stupid goals of replacing this Soul King guy." He clenched his fists angrily. "What did you say to get her to join you, Aizen? What lies did you tell her to get her to join your side?" He grit his teeth now. "You're despicable, Aizen. You really are."

Ben looked at his Ultimatrix and began violently fiddling with it. "Come on! Come on! Just start working already!. I don't care if you don't give me Clockwork or not. I just want to be able to use my aliens to help my friends!"

The sound of loud footsteps stopped him. He turned around to see a Four-Arms sized Hollow walking towards him. This one had a long, long tail and the face of a rat. It gave a squealing like laugh as it stomped towards Ben. But the Hero of the Universe just glared at the Hollow. He was not in a good mood.

"What's this? What's this?" The rat Hollow chuckled as stood over Ben. "A tasty human has someone come to Hueco Mundo. Oh, how wonderful."

Ben's glare never left. "Do you mind? I'm a little busy right now."

The rat Hollow was really caught off guard by this. The little human wasn't afraid of him? "Listen here, you little snack! Don't you realize that I'm about to eat you."

Ben smirked at the Hollow now. "No. You're not!"

Now the Hollow was really shocked. This human wasn't afraid of him and now he was backtalking him. "I don't know who you are, stupid human. But you have no idea who you're dealing with!"

Ben still smirked as he assumed a fighting stance against the Hollow. "Actually...you don't know who you're dealing with."

With his new super speed, Ben was right in front of the Hollow before the latter had a chance to do anything. Then, Ben unleashed a power punch to the guy's stomach. His new superhuman strength caused the Hollow to fall to his knees, clutching his stomach in pain.

"H-how..." The Hollow weakly looked at Ben in both shock and amazement. "You...you can't possibly be human."

Ben grinned as he pulled back his fist. "I just happen to be really really tough."

Fearfully, the rat Hollow swung his tail towards Ben, but the young hero caught the tail with ease. Grabbing the Hollow's tail, Ben spun around, spinning his attacker for a loop. Once he had built up enough momentum, Ben released the rat. The ugly Hollow went flying through the air before crashing down to the sand below.

Ben started walking over to him. "Had enough?" He asked. "I've got no reason to fight you. So if you want to scram, I won't stop you."

The rat Hollow started getting to its feet when it saw Ben coming towards him. It didn't know what to do. This human was nothing like regular humans. Should he flee? But if he fleed, the other Hollows might find out that he ran from a measly human. But if he tried to fight it out with the boy, would he be able to win? Maybe tricking the boy could work. He didn't have to worry about this boy trying to eat him like other Hollows. If he begged the human for mercy, he might appeal to the boy's soft side, get him to lower his guard, and then have him.

But just then the rat Hollow was cut in two before he could do anything else besides those last thoughts. Ben froze in surprise for a moment before Harribel was suddenly next to him.

"Tier?"

"That little beast was attempting to catch you off guard," Tier told the surprised Ben.

"Oh. Um...thank you."

Harribel looked at him. "I saw what happened. You...you really aren't a normal human, are you?"

Ben grinned. "I haven't been normal for a long, long time."

Harribel did not reply, just looked at him. Finally "I underestimated you. It seems that you can take care of yourself...against weaker Hollows at least."

"Heh. You haven't seen what I can really do. Trust me."

Harribel said nothing. She simply started walking back. "Come with me,"

Ben followed after her. As the two of them started heading back to the cave, Ben began thinking about the Harribel in the future. The Harribel that loved him. The more he thought about her feelings, and the life that her past self lived, Ben thought that maybe, when he returned to the future, he might...

But then Ben's train of thought was debunked when he nearly lost his footing at the stairway to the cave. Ben managed to regain his balance in time and resumed walking. Harribel noticed his stumble and eyed him curiously. How could one who had such potential also be such a klutz?

When the two reached the bottom, Ben saw that Apacci, Mila Rose, and Sung-Sun had all scattered around the cave sleeping.

"Guess they were pretty worn out."

"They were," Harribel admitted. "I had them return here while I went looking for you. I was afraid of some scavenger attacking them while they rested."

Ben smiled at her thoughtfulness. Both towards her girls and towards him. "You didn't have to come after me, you know. I am just a human."

"After what I've seen, you are more than just a human," Harribel looked at him now. "What else are you capable of?"

"By myself? Just super speed, super strength, and regeneration."

Harribel's eyes widened for a brief moment. "I see. And that device on your wrist can truly let you transform into monsters?"

"Yep. Problem is, it's not working right now." Ben grabbed the watch and struggled again to activate it. "Come on! Work! I promise I won't leave yet!"

"Do you usually have trouble with that device?" Harribel asked.

"Not this bad," Ben told her as he resumed struggling. "Come on! Work with me here!"

Suddenly the Ultimatrix opened up. But Ben had still been struggling so he hadn't noticed it until he accidentally pressed down on the dial and was engulfed in green light. Harribel brought a hand up to shield her eyes. When the green light faded, Harribel removed her hand to see a colossal lizard like creature standing in front of her. On its chest was the symbol that had been on Ben's device.

"Humongosaur!" The creature roared. Then it looked down at itself as if just realizing what had happened. "Oops. Sorry about that."

Harribel was struck dumb. The boy really could turn into monsters. She was about to comment on it when

"What is that thing?"

Apparently when Humongosaur yelled out his name, he accidentally woke up the girls. Now the three of them were giving him looks that could kill. "Uh-oh."

"Don't worry, mistress!" Mila Rose told her leader. "We won't let him harm you!" She pounced at Humongosaur, who managed to grab her before she could take a chomp into him.

"Mila Rose!" He shouted. "I'm not trying to..."

But what he tried to say didn't get through as Sung-Sun wrapped her body around his legs and Apacci rammed him in the chest. Being caught off guard, the combined effort caused him to fall to the ground. Though he wasn't actually hurt from the attack. He quickly put Mila Rose down and tried to untangle Sung-Sun from around his legs. Mila Rose and Apacci were about to gang up on him when

"That's enough, girls," Harribel ordered them, causing the three to pause and look at her.

"But, mistress," Sung-Sun tried to explain.

"This creature is none other than the human Ben Tennyson," Harribel answered.

"What?" The girls all looked at him in shock.

"He was telling the truth about being able to transform into monsters," Harribel explained to them. "He had just transformed and found the need to...shout out this form's name, I believe. Humongosaur, am I correct?"

Humongosaur grinned sheepishly. "Yeah."

"Can you change back?"

"Sure can. Give me a moment." Humongosaur hit the dial on his chest. In a second flash of green light, Ben was back to normal. Apacci and Sung-Sun were both wide-eyed when they saw this. Mila Rose's eyes always had that same expression but Ben was pretty sure that she was just as shocked as everyone else.

"Exactly how many of these monsters can you become?"

"Let's just say a lot," Ben said. "I've lost count by now."

Apacci, Mila Rose, and Sung-Sun were all uneasy at hearing this. From the sound of this, he apparently could transform into a large amount of these monsters. Harribel narrowed her eyes, wondering what all this boy was capable of.

"What will you do now that your device is working again?"

"Well, if it's alright, can I stick around with you guys?"

This hadn't been what the girls had been expecting. Why in the world did this boy want to hang around them? Even if they bothered to try and think of some reasons, they'd never be close to the truth.

After a moment's pause, Harribel closed her eyes. "Very well. You can stay with us."

Apacci and Mila Rose creaked their necks turning so fast to face Harribel. Sung-Sun didn't have this problem as her whole body was kinda like a long neck. But she was just as speechless as the other three.

"He has proven capable of defending himself," Harribel told the others. She looked at Ben again. "Do you have any monsters that would allow you to blend in with the Hollows of Hueco Mundo. You would have a better chance of survival if you could at least fool them."

Ben tapped his chin. "I'm sure I've got something in there that I can use."

* * *

><p>Back in the present, the group's majority was gathering around Harribel. Aside from that previous outburst, she hadn't said anything new. At least she looked peaceful, which was the only comfort to her Fraccion.<p>

"At least Harribel's still here," Gwen said. "We still need to figure out what happened to Ben."

"Did Paradox know this was gonna happen?" Mila Rose asked. "From what Ben's told me about the guy, he knows just about everything. Could he have known that Ben would disappear if he used that Clockwork alien?"

Worried for her special someone, Nelliel looked at Gwen and Kevin. "Paradox would never have something bad happen to Ben on purpose, would he?"

"He's got a habit of not telling us everything whenever he sends us on his little quests," Kevin admitted. "Not to mention that he left us completely in the dark about Soul Society and Hueco Mundo."

This did little to comfort the girls, who all shared worried looks with each other.

Starrk was worried too. Ben was his first ever friend and he didn't want to lose that. Trying to think of some way he could help, he spotted Ulquiorra looking off in the distance. "What's on your mind?"

Ulquiorra turned his head towards Starrk. "Excuse me?"

"I've known you long enough to recognize that look in your eye. That's the look you get when you've got a theory about something."

Ulquiorra looked straight ahead again. "You're correct, Starrk. I have been doing some guess work about this whole predicament."

"At the moment, I'd think we're willing to go with anything. Come on, Ulquiorra. What have you got for us?"

Ulquiorra closed his eyes before a moment before opening them and turning towards the whole group.

"Did it not strike anyone how odd it is that Harribel just happens to collapse shortly after Ben disappears?"

Everyone was stunned by this statement. "You think there's a connection?" Findor asked.

"Most certainly. I believe that Ben is in the past."

That really stunned everyone.

"Not only that, but I believe that Ben is in the past, meeting Harribel."

While this next statement shocked everyone, it was Mila Rose, Sung-Sun, and Apacci whose jaws dropped.

Gwen shook her head in disbelief. "Ben...in the past?"

Kevin cupped his chin as he looked at the floor. "That...actually makes sense. I mean, Clockwork does have time powers so I guess it would make sense if he was in the past."

"But how do you know that he's in Harribel's past?" Nelliel asked.

"What Harribel's been saying lately," Ulquiorra stated. "Before she collapsed, she said that she remembered everything. Then, just now, she said that "He" was there the entire time. Taking into account that Clockwork allows Ben powers over time, this was the most likely conclusion."

Apacci narrowed her eyes at Ulquiorra. "That can't be true."

Ulquiorra looked at her now. "Why?"

"If Ben was in the past, doesn't that mean that Harribel-sama would have remembered meeting him when he first showed up in Hueco Mundo and...and..."

"Heh," Mila Rose sneered. "Don't try and use complicated logic, Apacci. Your brain's not smart enough for it."

Apacci rounded on her. "What was that, Mila Rose?"

"Enough," Ulquiorra said abruptly. "I believe I understand what Apacci was asking. If Ben and Harribel had met in the past, then the present Harribel would have recognized Ben when he was first introduced to the Espada that fateful day."

"But she never met him until then," Sung-Sun pointed out.

"But apparently with Ben's disappearance, she has remembered. The only possible explanation is that something was done to Harribel's memories that made her forget who Ben was until now, when he would travel into the past and would, in Harribel's timeline, first encounter her."

Kevin shook his head with a groan. "Time travel hurts my head."

"But how far in the past did he go?" Apacci asked. "It couldn't have been after she met us. I mean, if that happened, then we would have met Ben, and we would have remembered him."

"It's possible that he will meet Harribel at a time before she met you girls...or something happened to your memories to make you forget Ben too."

The girls opened their mouths to say something else but instead their mouths snapped shut.

"But if that is the case...what was the cause of your altered memories?"

Nobody said anything as they took in Ulquiorra's words. This was a lot to try and comprehend.

But then the silence was shattered by a light noise. Ulquiorra reached into his pocked and pulled out a cellphone. He looked at the caller id, opened his cell phone, and brought it to his here.

"This is Ulquiorra Cifer," He answered. "How may I help you?" His frown seemed to deepen on his normally impassive face as the caller talked to him. "I see. Hello, Mr. Harangue."

Barragan's fraccion didn't know who this Harangue guy was but Nelliel, Harribel's fraccion, Kevin, and Gwen knew all to well who that was.

"What does he want with Ulquiorra? And why now of all times?" Kevin asked.

Ulquiorra covered the phone with his hand and spoke to the others. "I'd better see what Mr. Harangue wants. I'll let you know why he has decided to call me." Releasing his hand from the phone, Ulquiorra brought it to his ear again and spoke into it as he started leaving the bunker. "What do I owe the pleasure of your call, Mr. Harangue?"

Kevin and Gwen shared a knowing look. Since they knew Harangue the longest, they were not thrilled that he was sticking his nose into Ben's business again. But why did he want to call Ulquiorra of all people? Did it have something to do with Ulquiorra's new job as a private detective?

"Well, wherever Ben is," Kevin said. "I hope he's doing better than we are."

* * *

><p>Back in Hueco Mundo, Ben was scrolling through his Ultimatrix to find a suitable alien that could help him blend in. The girls had all gathered around him, gazing at the images of the different creatures that Ben browsed through.<p>

"All these creatures," Apacci murmured as she looked at them. "You can really turn into them?"

"You bet," Ben told her absentmindedly as he continued looking through his aliens. He started getting frustrated that he couldn't find any useful alien. Ben could have used Clockwork to try and return to the future, but he resisted the temptation and decided to stick around just a little bit more. So he decided to find an alien that at least be convincing enough to fool the locals. Sadly none of them really looked monstrous enough. Ben had considered using Benviktor or Benmummy. They were monster-like aliens and might have a chance. But then the image of the latest alien popped up. Ben paused when he saw it.

"Ghostfreak."

"Ghostfreak?" Harribel repeated. "Is that the name of this monster?"

Ben nodded as he narrowed his eyes at Ghostfreak's image. Ghostfreak could work. In fact, it could possibly work better than Benviktor or Benmummy could. Ghostfreak was spirit-like.

"This form looks like it could work," Mila Rose suggested.

Ben nodded. "Yeah. Only trouble this guy's given some problems lately."

The girls looked at him. "What do you mean?"

"It's a long story," Ben answered truthfully. "Now the question is...will this guy actually work this time...or not?"

"If it is too dangerous, then it would be better not to use it." Harribel offered wisely.

Ben didn't reply back. He just couldn't help but wonder if this time he'd finally get full control over Ghostfreak like he did when he first started out with the Omnitrix. He knew that he was taking a big risk by doing this but...

"Well, cross your fingers, everyone!" He shouted before slapping down the dial.

The cave was once again filled with that green light. The girls went temporarily blind by the sudden flash of light but it soon passed. Once they could see again, they saw Ghostfreak floating in front of them.

"Ghostfreak," The creature said in such a soft and eerie voice that it caused the other four present to fear a chill run up their spines. Ghostfreak looked at himself for a minute...then he let out a sigh of relief. "Looks like I'm in control."

Harribel looked at him in disapproval. "It is foolish to try something that you don't have any control over."

"Yeah...I guess I should have thought that one through." Ghostfreak said sheepishly.

"By the way," Apacci said, walking towards him. "Both times you transformed, you shouted out your forms' names. Why do you do that? Is it kind of like how Shinigami release their Zanpakuto?"

"Uh, not exactly. I shout the names of my monsters to strike fear into my enemies."

The others all looked at Ben with deadpanned faces. Then Apacci, Mila Rose, and Sung-Sun started to laugh. Well, Sung-Sun was giggling softly to herself while the other two were laughing their heads off.

"Seriously?" Apacci asked between laughs. "That's the reason you shout out their names? To scare your enemies?"

"Sure that Ghostfreak spooked me a little," Mila Rose added. "But I wouldn't say I was struck with fear."

Ghostfreak let out a groan. "I'm _so_ glad that I amuse you."

Harribel decided to speak up for Ben. While she too found the idea of shouting one's name to scare enemies rather ridiculous, the boy wasn't a complete idiot and deserved some defending.

"That's enough, girls." Immediately the girls stopped laughing. When they had calmed down, she turned her attention over to Ben. "Are you certain that you can defend yourself with that form? It does not look very strong."

"Oh, don't worry," Ghostfreak reassured her. "This form will be more than enough."

Harribel just looked at him for a moment. "Then we shall see how you fare with this form in battle."

Harribel started walking up the stairs again. Since he now longer needed to walk, or could since he lacked legs, Ghostfreak floated after her. The girls shared an uneasy look at the sight before they cautiously followed. They couldn't deny that Ghostfreak's appearance did make them feel a little uneasy.

Once the gang had left the cave, Ghostfreak looked around. "So, uh, I've been meaning to ask...is sleeping and fighting the only thing you guys do?"

"We are in a wasteland where we must kill or be killed," Harribel told Ben. "What else can we do?"

If he had a mouth, Ghostfreak would have grinned. "I think it's time for me to show you girls how to have fun."

The female Hollows all looked at each other. Fun? What did he mean by that?

* * *

><p>Back in the future, Kevin was starting to pace.<p>

"Will you cut that out?" Ggio asked after awhile. "All that pacing is giving me a headache."

"How about you shut your mouth and do something useful for once!" Kevin snapped angrily. Ggio growled. He was about to retort but Nirgge stopped him. Ggio relented but he gave Kevin an ugly look.

"If Ben is in the past," Findor said. "Is there any way we could get him out?"

Gwen said nothing as she tended to Harribel. There was that time spell she once used to try and fix Kevin. But she didn't know where in the past Ben was, or how to teleport to Hueco Mundo. Not wanting to get anyone's hopes up she instead said "Paradox is the only person we know who could do it. And we have no way to contact him."

Ulquiorra walked back into the bunker.

"So what did that Harangue guy want with you?" Mila Rose asked him.

Ulquiorra remained silent. The others waited for him to answer Mila Rose but he didn't say a word. Just as Kevin was about to rudely demand he answer, Ulquiorra responded.

"Harangue wishes to see me for a meeting."

"But why?"

"I can only guess," Ulquiorra replied. "But considering that this man holds a vendetta against Ben, it is possible that I am being hired to, as the humans say, did up some dirt on him."

"Why's this Harangue guy have it out for Tennyson?" Ggio asked.

"We don't know," Gwen told him. "Ever since the world found out about what Ben can do, the guy's been a total jerk to him."

"Lucky for us he decieded to call you," Kevin told Ulquiorra. "If he had hired some other PI, and they found out about all the girls staying at Ben's house, who knows how Harangue would twist it around."

"And since Harribel's a teacher," Nelliel realized. "She'll suffer too."

"I'll go and see what Harangue wants," Ulquiorra stated to the others. "Once I found out what his actual intentions are, then I shall plan accordingly."

"Either way, Harangue's made the biggest mistake of his life...aside from the whole bashing Ben on nation-wide television."

"But what about Ben and Harribel?" Nelliel asked Kevin. "Harribel's collapsed and Ben's possibly stuck in the past. Isn't there something we can do?"

Gwen gently patted her shoulder. "For now, Nelliel...all we can do is wait. And hope things get better."

"If things get better," Pesche added sadly.

* * *

><p>As for Ben, well fun had to wait. Just before he could up with something for the group to actually do for fun, they had been found out by a strange Hollow that shot energy blasts from it's finger tips.<p>

Ghostfreak lazily used his intangibility so the blasts went right through him. The Hollow's attention was focused solely on him that it didn't realize Apacci was there until too late. Apacci slammed into the Hollow before it had the chance to figure out what was going on.

"Nice work, Apacci," Ghostfreak complimented. "My turn now!" Using his intangibility again, Ghostfreak disappeared into the ground...popped out of the ground right in front of the Hollow. Pulling his fist back, Ghostfreak punched him right in the face. The blow knocked the Hollow on his back.

"You're...you're pretty strong," Apacci hesitantly complimented Ghostfreak, who chuckled at her.

"There's always more to people than meets the eye, Apacci." He told her. "Now, before we were so rudely interrupted...let's try and find something fun to do."

Mila Rose, who had been sitting on a nearby rock, turned her head towards him. "Like what? What could we possibly do in a place like Hueco Mundo?"

"Well...we could...um..."

"See what I mean? The only things we can do in a dump like this is to fight, run, and sleep. Not a whole lot of choices."

_No wonder the best thing Pesche and Dondochakka could think of was that Eternal Tag game._

"Then...how about we just get to know each other better?"

Mila Rose growled lowly. "And what does that mean?"

Ghostfreak held up his hands. "I just want to get to know you guys better. Nothing strange about that."

Mila Rose's growl softened but he could faintly hear it. He sighed.

"You still don't like me, do you?"

"You're a human who works with Soul Society and can transform into a whole bunch of monsters. Why in the world should I trust you?"

Ghostfreak gently floated over to her. Mila Rose flinched.

"Mila Rose," he said softly. "You _can _trust me. I could never hurt you or any of the other girls. I care about all four of you."

Mila Rose was caught off guard to hear that someone cared about her. "But why? We're just Hollows. Monsters. Why would you care about us?"

"Because to me, the four of you are a lot more than just monsters." Ghostfreak floated off, leaving Mila Rose to just stare at him as he left.

_Why is he so nice to us? He knows what we are, what we're like. So why does he care so much about us?_

"My," Sung-Sun said from behind Mila Rose. "Cat got your tongue? Actually's that's kind of redundant since you are a cat."

"Baka!" Mila Rose snapped. "Mind your own business, Sung-Sun."

"I will admit," Sung-Sun went on, completely ignoring her companion. "The human is an odd one. But at least we can't say he's a jerk. He's a lot nicer to us than the other males around here."

Mila Rose snorted. "Doesn't make a shred of difference. There's something wrong about that guy. And I don't like it. What about you, Apacci?"

Apacci was sitting in the sand, her head lowered in thought. She too was thinking about the bizarre human, if they could call him that. She quickly shook her head.

"He's just messing with us!" She said finally. "As soon as we start to trust him, he's gonna stab us in the back. We can only rely on each other. That's all."

"My," Sung-Sun giggled. "You two are actually agreeing with each other. It's so nice to see you get along."

"We're not getting along! Butt out, Sung-Sun!"

Unknown to them at the time, Ghostfreak was still there, invisible, hearing all the things they said about him. He understood why they doubted him...but he was still sad that his future friends really didn't like him right now.

"This is gonna be harder than I thought." He whispered to himself.

**End of Chapter**

**Next time: Ben gets a nasty reunion with an old foe. In the future, Ulquiorra meets with Harangue. And the reason for Harribel's memories may finally come to light. See it all in the next chapter of Bleach: Ultimate Alien.**

_Well, everyone. I apologize for taking so long. For some odd reason, after posting the last chapter, my creativity for the story blew a fuse. I know that doesn't make much sense but it's apparently obvious that I have to plan ahead before writing chapters otherwise I get nowhere_ _and take even longer than usual to upload a story. Maybe I should see someone or something. _

_And by the way, I've got something to say to the people who've bashed me in any of the reviews. If you don't like me, I'll just block you. My life's been bad enough without any of you bashers and flamers making it worse. I am sick and tired of it. I have a life. I have my own choices to make and I'm not some stupid robot who should obey every command that I am given, especially not about my own stories. _However, I do apologize to all the people who have been supportive of me._  
><em>

_But before I go completely off topic I have decided to give Ben 10: Omniverse the benefit of a doubt. I will wait and see how the series turns out. If it should fail to meet my expectations, I don't know what I'll do.  
><em>

__Also, the voters have decided and they want my story to be a harem fic. Expect less enthusiasm from me about writing this story now but I'll still see it through to the bitter end. Also, there's not gonna be any lemons in this story, I hope you all know. And I'm gonna be blunt about this. Just because this is going to be a harem fic does NOT mean there's gonna be any of that group lemon stuff. No threesomes, no group sex, none of that. So in case anyone was actually hoping for that, it's NOT going to happen._  
><em>


	6. Have time will travel part 4

**Disclaimer: Ben 10 and Bleach do not belong to me. If they did, Vilgax would still be the cool villain he was in the original Ben 10, Ulquiorra and Starrk would still be alive, etc. **

**Sorry about the wait guys. I really don't have an excuse. I started slacking off plus, a lot of people quit their jobs at Taco Bell, so we've been working loads more hours. However, it was mostly laziness that did it.**

**Also, there's one more thing...I CAN'T THINK OF ANYTHING ROMANTIC FOR THIS STORY! It's true, I don't know any romantic, intimate, etc for Ben's little harem. (Though I really wish it was just the HarribelxBenxNelliel pairing) Guys, if you have any suggestions (Non-M rated) for romance, I'm more than happy to hear them. I'm really desperate here. **

**By the way, you know how the time differences vary? You see, Ben has spent days in Hueco Mund already...but's only around an hour or so in the present. Ain't time travel great?**

**I was originally going to make this chapter longer and conclude the mini-arc but since you guys have been waiting long enough, I decided to go ahead and post this chapter. The next one will conclude this mini-arc and finally (hopefully) answer all the questions of this time travel experience. I would personally like to thank Kamen Rider Chrome and Sallem Cortez 004 for their help in this chapter and Sallem's idea for what will happen in the next chapter.**

**Have Time will Travel part 4**

The others watched as Ulquiorra and Kevin left Los Soledad. Since Ulquiorra still didn't have a proper means of transportation, Kevin was offering him a ride there. As they drove off, Gwen walked over to the one person who had been extremely quite during all this time. In fact…he was napping!

"Gin!" She barked at him. "Wake up!"

Gin gave a snort as he started sitting up. He pouted at Gwen as he stuck his pinkie in his ear

"Something wrong?"

"You bet there's something wrong! Did you know that Ben would wind up in the past if he used Clockwork?"

"Uh, Gwen…" Lilynette butted in. "Gin said he had no idea what Paradox was up to."

Gin gave that infuriating smirk of his. "Oh, you finally figured it out! You're so smart, Gwen!"

Gwen snorted at his compliment. "Actually it was Ulquiorra who figured it out."

"Heh. Wouldn't surprise me. He was always the sharpest of the Espada. No offense to present company of course."

Starrk shrugged. "More in depth thinking was always his specialty. I'm just good at analyzing what's in front of me."

"But…you told us earlier that you didn't know what Paradox was planning!" Apacci rounded on Gin. "So you **were** lying to us?!"

"Well I couldn't spoil the surprise now could I?" Gin replied playfully. "Course, if you hadn't figured it out by now, I would have gotten bored and would have told you anyway."

Starrk groaned. "You still lie to us?"

"Ah, that's so mean. It's not like I was lying to hurt Ben. After all that boy did for me? That'd be just ungrateful. Besides…I've gotten kinda fond of the kid."

"So…are you saying that Ben is supposed to be in the past?" Charlotte wondered.

"Bingo! Ben's supposed to be in the past right now. It's important."

Gwen didn't look convinced. "But why? Why does he have to be in the past?"

"Now that would be spoiling it. I'll tell you all when Ben gets backed."

"Back?" Nelliel looked at Gin hopefully. "So Ben is coming back?"

"Yep. But I won't tell you when he'll come back. That's just too much spoiling. And you all know how I hate giving away spoilers."

The others looked at each other, not really pleased with that kind of answer. Gin sighed dramatically.

"Look. Bottom line is, Ben's gonna be alright. That should calm you all down until he gets back. Whatever happens will happen."

* * *

><p>In the past Hueco Mundo, Ben saw that being Ghostfreak was actually a helpful form. The thing that worried him was that some smarter Hollow would notice his odd reiatsu. But so far, none of the Hollows they ran into had noticed this. They all just saw him as someone else to add to their menu. Course, they couldn't really do anything with Ghostfreak's powers allowing to dodge them all with ease. That and the fact that he was traveling with a Vasto Lorde of all Hollows tended to help. Another perk was that Ghostfreak's ability to absorb spirit particles kept Ben running at 100 percent without needing any food or water. Occasionally Ben would get himself a drink through using Big Chill or Water Hazard, but he didn't really need any sustenance as long as he was Ghostfreak. He naturally offered water to the girls in case they were thirsty but they rejected it. One reason was the fact that their bodies didn't require liquids. The second was that there still far from trusting him. One day, as the group was doing a simple stroll through the desert...<p>

"Why do you do that?"

Ghostfreak looked over at questioner, Apacci. "Why do I do what?"

"Spare them. Every Hollow we've come up against, you've never let us kill any of them. I mean, even if we don't eat them, we'd be better off killing them."

"Why?" Ghostfreak asked her. He knew the answer already but...

Taken aback by this question, Apacci thought about her words. "That's the way it is in Hueco Mundo. Kill or be killed. We need to in order to survive."

That was the answer he knew she was gonna say. He wasn't comfortable with simply killing someone else even it was to survive, but he also thought that maybe the Hollows in Hueco Mundo really had no choice. Or at least they thought they had no choice. Most killed each other so that they could feed and become stronger. Some, like Harribel, simply killed to protect themselves. And that got him thinking. Would changing the Hollows into Arrancar help them change their way of life? Prevent them from having to kill each other?

_I kinda doubt it. __I mean, look at most of the Espada. I guess I've got a lot more to do than just simply turning Hollows into Arrancar._

That reminded him. He looked at Harribel, who was walking ahead.

"Harribel? Have you ever heard of this guy named Baraggan?"

Harribel came to a stop immediately after Ben asked that.

"Yes. I know him. The "God" of Hueco Mundo."

Ghostfreak involuntarily flinched at the bitterness in her voice. Apparently the two hated each other even when they were both Hollows. Though, Ben shouldn't have been that surprised.

"Because of his ridiculous belief that he is a god, he thinks that I should be part of his servants and army. I will never submit myself to someone like him."

Ghostfreak floated next to her. "Has…he ever hurt you?"

Harribel looked at Ben now rather surprised by the…tenderness, for lack of a better word, in his voice.

"No. Baraggan has not laid a hand on me. Not that I would let him."

Ghostfreak let out a sigh of relief.

"Why do you ask? Why do you care?"

_Because you're important to me and I don't want to see you hurt. _Ben found himself wishing to say. Instead he replied. "That Baraggan's a stupid jerk. I'd like to knock him off his high horse."

Harribel gave out a small hmph at that. "While it nice to know that you have no liking for him, do not be a fool. Baraggan _is _powerful. To challenge him would be foolish."

_Heh. I bet if I was Clockwork, I'd knock him all the way across the desert. _Ben thought to himself.

"So…are we gonna run into him?"

"I am not sure. Baraggan usually stays within his "palace" of Los Noches. But he has been known to travel Hueco Mundo with his army from time to time. While I hope we avoid him, an encounter would not be impossible."

Ben said nothing as he took this information in. A fight with Baraggan. Well, as long as Ben didn't destroy him, which he doubted he would, then the timeline should be fine. He just had to make sure no one else around here found out he was a human.

Just then, Ben realized something that he surprisingly didn't notice until just now.

_I'm in the past...meeting Tier and the others. Then...when we met back at Los Noches in the future...why didn't they recognize me?_

Why in the world did he just now realize this? Surely if he met them in the past...they would have known who he was in the future. But Harribel and the girls obviously didn't know him. When they were introduced to each other when Ben first set foot in Hueco Mundo, they had met each other for the first time...right? Ben would have put some more thought into it but he noticed that Harribel had become tense.

"What's wrong?" He asked.

"We're not alone," Harribel replied. Ghostfreak tensed up.

"Where?"

"Right in front of us."

Ghostfreak turned before coming to a halt in mid-air.

Before the five was a cliff face...filled with Hollows all staring down at them.

Ghostfreak growled to himself as he studied their predicament. How in the world did this happen and he hadn't noticed. He must have been so caught up in his musing that...

But then Ghostfreak saw the last thing he wanted to see in this place. At the top of the cliff face, sitting on a throne and gazing down at the five with as close to a bored expression as was possible, was a skeleton wrapped in a purplish robe with a crown on his head. It didn't take a genius to know who this joker was.

"Baraggan," Ben muttered under his breath.

Harribel looked up at Baraggan. "You again. What do you want?"

Despite the skeleton lacking eyeballs, Ghostfreak could tell that Baraggan was focusing on Harribel. "Don't make me repeat myself, Harribel. It is annoying to see you play around in my sight. However, it would be a waste to kill someone of your power. Therefore, I have come to you today with two choices. The first one, as I have asked you before, is to join my army."

"And the other one?" Harribel asked.

"Vanish to a place where I cannot see you. Of course, there is no place in Las Noches that I cannot see." Baraggan let out a bellowing laugh after he said this, which was immediately followed by his many followers. Harribel and her girls remained impassive but Ben's single eye glared at the "king" of Hueco Mundo. He knew it was wrong but he couldn't help feeling a bit of satisfaction knowing Baraggan would eventually be killed by Starrk in the future. Just then a strange Hollow that looked some large and squat Hammerhead shark waddled over to Harribel.

"Harribel! Do you understand? You have no choice but to become subservient to Baraggan-sama!" He put his fin on her.

Ghostfreak hissed angrily. He was about to do something when Harribel beat him do it.

"Don't touch me," Harribel told the shark Hollow before quickly slashing him at the top of his head. The shark fell onto his back, hollowing in pain. The other Hollows had ceased their laughing when this happened. Ghostfreak gulped when he saw this. He was sure glad he never done anything stupid like that or else he might have wound up with a worse fate.

Just then his mind wondered to that time shortly after Aizen was killed. When Vega had tried to attack Harribel but was easily fought off. He remembered Harribel's words.

_Ben is the only one who may touch me._

But then Ben was rudely shaken from his thoughts when Baraggan had ordered Harribel to stop.

"Striking one of my subordinates before my eyes," Baraggan said as he looked down at Harribel. But his rested his skull on his hand the way one did when they were bored. "How bold of you. You will regret your decision."

Harribel did not reply but instead turned around.

"Let us leave this place," She told Ben and the girls. They started to run away from Baraggan's place. As they did, Ghostfreak started thinking. As much as he knew not to mess with the past, he was afraid of Baraggan doing something to Harribel and the girls that they hadn't told him in the present. He was gonna make sure that nothing did happen to them. He flew over to Harribel.

"I'll be back," he told her.

"Where are you going?"

"Taking care of some business," he responded before turning invisible. Harribel wasn't sure what he was planning.

"What is that idiot doing now?" Apacci asked.

"Why? Are you afraid of something happening to him?" Mila Rose teased.

"NO! You can have that human brat all to yourself!"

"WHAT?! You accuse me of liking a human?! That's it you little..."

And so their fighting went on. Not that Ghostfreak knew. Using his invisibility and intangibility, he had hidden among some boulders. After looking to see that there was no one around who could spot him, Ghostfreak made himself visible again.

"Now," Ghostfreak said as he raised his hand to strike the Ultimatrix dial. "Time to show Baraggan he's not the only master of time."

Once again, a familiar flash of green light shined. But fortunately, no one had seen it. Especially not three men wearing white robes with swords hanging at their hips. One in particular with brown hair wearing a pair of square rimmed glasses.

* * *

><p>As Baraggan and his forces prepared to move, the hammerhead shark Hollow was wailing. "Baraggan-sama! Why did you not strike Harribel down?" He pointed with a fin towards the nasty gash at the side of his head. "Look at what she did to me!"<p>

Baraggan snorted in contempt. "If you were stronger, such a thing wouldn't have happened. Allowing a female to strike you down like that. Such a disgrace."

"I wouldn't be talking disgraces if I were you, Baraggan!"

All the Hollows looked everywhere for the sudden voice. Although no one could see Baraggan's expression due to him lacking any skin, one could just slightly make out the light shaking in his bones. Shakes from anger.

"Who dares address the god of Hueco Mundo that way?!"

"God? Ha! Some god you are!"

Baraggan clenched his bone fists. "Who dares speak to me with such blasphemy?!"

"Who am I?"

The Hollows all turned their heads toward the sound of the voice. It was coming from right in front them. Clockwork marched right in front of them.

"Who am I?" He pointed at Baraggan. "I'm the guy who's gonna knock you off that piece of rock you're using as a throne!"

At first nobody said or did anything. Baraggan simply looked at Clockwork and vice versa. After a few agonizing minutes, Baraggan threw back his head and laughed. Shortly his fellow Hollows began to laugh as well.

"I don't know who you are, as you are certainly not a Hollow, but you are utterly stupid to have come here and challenge me."

If he could sneer, Clockwork would have. "Get over yourself, Baraggan."

Baraggan chuckled, then addressed his gathered troops. "Destroy him!"

All the Hollows leaped at Clockwork at once, ready to tear him limb from limb. Now Clockwork could feel that this body of his wasn't very fast. His body must have been made of some heavy material. He wasn't sure if even his enchanced speed could move him fast enough. So instead Clockwork tried a different tactic. Raising his hands at the oncoming swarm of Hollows, Clockwork shot beams of green light. As the beams washed over the Hollows, they froze. Not froze like encased in ice, but froze as in frozen in time.

"That is so cool," Clockwork was pleased at his handiwork. Baraggan was beyond surprised.

"What?! What did you do to my men?!"

Clockwork looked past the frozen Hollows up to Baraggan. "You're not the only one who can control time, Baraggan."

That really struck a chord as Baraggan froze at Clockwork's reply. "What did you say?"

"I can control time too, Baraggan. Let's see how good you are against someone who can all the stuff you can."

Raising his arm up at the Hollow's "God" Clockwork shot another blast of green energy. Baraggan quickly used Sonido to get from his makeshift throne. And it was a good thing too as the rocks he had been previously sitting in aged to dust when the beam hit.

"It can't be..." Baraggan muttered when he saw what had taken place. "He...he aged those rocks into nothing." He looked back at Clockwork now. "He does have power over time."

Clockwork folded his arms smugly. "What's the matter, Baraggan? Scared that someone else can do all your tricks?"

"How dare you..."

If Clockwork was able to show facial expressions, as he noticed Baraggan shaking.

"How dare you..."

Baraggan glared at Clockwork...or at least that's what latter thought the former was doing. It was hard to tell when all the guy had was empty sockets.

"**How dare a worthless ant like you boast that you posses the same power as me**!" Baraggan roared angrily as he pulled a large, black axe from the folds of his robe.

"Uh oh. Now I've done it."

Baraggan flew towards Clockwork, who quickly raised his hands at the oncoming Hollow. Green beams shot at the Hollow king, and he could feel his skeletal body slowing down to incredibly low speeds as he got closer towards his blasphemous adversary. Clockwork was thrilled at all the different things he could do with time. So far, he was capable of time travel and, possibly, teleportation, freezing time, speeding it up, and now slowing it down. As Baraggan, slowly but surely, got closer, Clockwork lazily sidestepped him and sent a copper coated fist smashing into the "God" of Hueco Mundo's jaw. The blow snapped Baraggan back into regular time but also into the ground. Baraggan looked up at the Chronosapien with his jaw hanging open in comical shock. Clockwork could make out a slight crack on the left side of Baraggan's chin. It reminded him a little of the scar Baraggan had in his human form. Then Clockwork realized. Was he responsible for those scars?

"Not so tough without your little time advantage are ya?" Clockwork taunted.

Angrily, Baraggan picked himself up from the ground. "Respira!"

Oh great. It was that time accelerating mist stuff. As the mist erupted from Baraggan's robes, Clockwork fired his "time-beams" at the mist. The two attacks collided, effectively canceling each other out. Baraggan took a step back in shock. Clockwork was rather pleased to see the arrogant bag of bones simply scared out of his wits.

_I think I have more time powers than he does but he's still way stronger than I am._ Clockwork thought._ I'll be in trouble if he starts using his other Hollow powers. Better wrap this up quickly._

"Who are you? Who are you?!" Baraggan demanded. The shock of seeing someone with time powers that rivaled him left him unable to properly move. Which was just fine for Clockwork as he walked over to a nearby rock and heaved it from the ground. Surrounding the rock with chrono energy to block it from Baraggan's own powers, he replied.

"I'm the guy who kicked your butt."

Heaving the stone over his head, Clockwork flung it at the "God". Baraggan immediately activated respira to crumble it to dust but it was once again negated by Clockwork's own time powers. Baraggan didn't have time to defend or counter as the boulder smashed into his face, a nasty crack forming across his right eye socket. matched the scar over Baraggan's eye in his sealed state. So he was the one responsible for Baraggan's scars. Knowing this left him with a hint of satisfaction. Before Baraggan could make any sort of counter, Clockwork fired another time beam at Baraggan, freezing him in time. Walking over to the frozen Hollow, Clockwork yanked him up and brought him to eye level.

"Stay away from Harribel and her girls. If I ever catch you near them...I will make you pay."

Having said his peace, Clockwork dropped the frozen Baraggan to the ground and began walking away. Only when he was a good distance away did he free Baraggan and his men from being frozen in time. They all fell to the ground in a massive heap. Clockwork chuckled as he heard the sound of confusion from them. Looking around to make sure he wouldn't be spotted, Clockwork slammed the dial on his chest, transforming back into his normal self. He was about to use his super speed to return back when...

"That was impressive."

The unexpected voice caused Ben to lose his balance and fall head first into the desert sand. Sputtering, spitting sand out of his mouth, and scrubbing it off his tongue, Ben turned to see who had startled him. He froze when he saw it was Harribel.

"That form," Harribel walked closer to him. "It allowed you to beat Baraggan like he was nothing."

"Well, I wouldn't say beat. More like shook him up. I just showed him that he's not allpowerful like he thought he was."

Harribel continued looking at him. "You...you could easily take over this place couldn't you?"

That reminded Ben a little too much of those Hollows back in the future that wanted him to become their king.

"Heh-heh. Well, not really. Sure some of the guys I turn into give me some big advangtages but I really doubt I could take over this place."

"And if you could...would you?"

Ben shook his head. "I think it's been said in a comic book or something that with great power comes great responsibility. I use these powers to help people and that's all I'm gonna do."

"I...also heard the threat you gave Baraggan."

"...oh."

"I...thank you. You stood up to Baraggan of all Hollows for us. Just to make sure he left us alone."

Ben smiled softly at her. "I said I would protect all of you and I meant it."

Harribel didn't reply. She didn't understand it. This human was so strange. Such power and yet he simply cared about using it to protect others. Even monsters, like her.

Ben started heading in the direction towards their cave before stopping to look over his shoulder. "Ready to head back?"

Harribel simply nodded her head and the two started heading back.

* * *

><p>In the future, Ulquiorra had been brought to Harangue's office. He looked around, trying to figure out more about the man's personality. He was an organized man as everything in the office was in proper order. But Harangue also appeared to be narcisstic. There was countless posters of Harangue with the words Harangue Nation on them. There was also several anti-Ben propaganda as well. Why did this man hate Ben so much? What was he hoping to gain by trying to turn the populace against the boy? Ulquiorra snapped out of his musing and turned around when he heard the door open. Will Harangue himself walked into the office, a million-watt smile on his face.<p>

"Ulquiorra Cifer!" he beamed. "Thank you for coming to see me. Have a seat."

Ulquiorra complied as he sat down in the seat in front of Harangue's desk. Harangue himself sat down.

"I'm honored that a man of your status would take his time to see someone like me," Ulquiorra said, deciding to feed the man's ego to prevent any suspicion. Deception may not have been his speciailty but he was no novice in it either. "What is it you have called me here for?"

Harangue gave a smile that reminded Ulquiorra all too well of his fellow Espada. "I can see you are man who's straight to the point. I like that. You see, Mr. Cifer. Ben Tennyson is a threat to not only the people of Bellwood but the whole world. But the people refuse to see him for what he really is. I would like for you to investigate the boy and dig up some dirt. That will prove to the world what their so called hero is really like."

_Predictable_. Ulquiorra thought._ However we should count our blessings that he chose me for this. Even if it would not show Ben as a menace or threat, the fact that he has five women living with him, one of which is his own teacher, can be used to ruin his reputation. More so if the girls' feelings for Ben were to be found out. Harribel would suffer most as relationships between students and teachers are frowned upon in this area._

"How can you be so sure that this Ben Tennyson has any secrets to hide?" Ulquiorra played along. "Yes, one cannot deny that he has been rather destructive in some of his past battles but it seems he has the best interest of others at heart."

Harangue frowned. "Don't tell me you're one of his little fans?"

"I'm simply willing to give the boy the benefit of a doubt," Ulquiorra replied coolly. "However, if the boy is not the hero everyone believes him to be, then the public has the right to know him for what he really is."

_I have to accpet. If I don't, he'll simply hire someone else in my place. It would be much easier this way._

Harangue was all smiles again. "I'm glad you see reason, Mr. Cifer. And I will make sure you are paid handsomely for your services."

_Ben and his friends have given me more than you could ever hope to imagine. And I will make sure you will do nothing more to him._

* * *

><p>Outside, Kevin leaned against his car. He spotted Ulquiorra approaching him. Seeing the look on his face, Kevin decided to wait until they were in the car before discussion anything. He opened his door and got inside. Ulquiorra joined him a few seconds after.<p>

"So what Harangue want?"

"Exactly what we thought he did. He wants me to investigate Ben and dig up any information that can be used against him. Harangue has made a mistake hiring me."

Kevin grinned."You plan on leading this guy in circles, huh? I think I can help you with that."

Ulquiorra turned his head towards the teen. "You're the expert in more...unlawful tactics. I have a feeling those skills will be necessary here."

Kevin started up the engine. "Let's head back to Los Soledad and see if anything new came up there. Besides, it'd be better if everyone was in on this."

"Agreed," Was all Ulquiorra said as they drove off to where the others were waiting. As they were leaving Bellwood, Kevin tried to think of something to pass the time by. Usually he either listened to music or chatted with whoever else was in the car. But that was usually Ben, unless he was driving his own car, and Gwen. He had a feeling that Ulquiorra wasn't exactly a music fan and he didn't know what to talk to this guy about. As he racked his bring for anything that would work as conversation material, he was struck by a sudden epiphany. Grinning mischieviously but keeping his eyes on the road...

"So...you and that Orihime girl, huh?"

The former Espada slowly turned his head towards the delinquent. "Excuse me?"

"Can't say I blame you, though. She is a pretty cute girl. Sweet too but a little bit naive."

"What does she have to do with anything?"

"Come on," Kevin smirked. "It's not exactly a secret."

Ulquiorra closed his eyes. "Are you insinuating that I may harbor feelings for that woman?"

"Buddy, I've seen it enough times to know by now. Sure you're more subtle than the others but still..."

"She is the first human I had truly interacted with. She intrigues me, nothing more."

Kevin nodded. "_Sure_, buddy. Keep telling yourself that."

Ulquiorra scoffed. "How Ben tolerates you is beyond my understanding."

Kevin actually laughed at that. "Probably just puts up with me for his cousin."

Ulquiorra didn't respond to that. Instead he looked out the window, taking in the scenery..or lack thereof.

"Look, Ulquiorra. It's okay if you like her. It's not like we're gonna hold it against you. Sure we might tease you like we do Ben, but we wouldn't hold it against you. Actually, I think some of the gang would be glad."

Ulquiorra remained silent but Kevin had learned by now that he had former's attention.

"Besides...I think Ben would like that too."

Ulquiorra turned his head towards Kevin now. "Are you attempting to guilt me into spending time with her?"

"Is it working?"

* * *

><p>Apacci, Sung-Sun, and Mila Rose all turned their heads as they heard footsteps approaching them. They tensed up at first but relaxed when they saw it was Harribel...with Ben.<p>

"So...where did you run off to?" Apacci asked.

Ben grinned. "Putting Baraggan in his place."

"WHAT?!" All three girls's attention were on him. They looked at their mistress for confirmation.

"It's true," She acknowledged. "He transformed into some sort of golem that was able to counter Baraggan's powers with his own."

The girls looked at him, their eyes wide and with a slight hint of fear.

"You guys don't need to be afraid of me," Ben told them gently. "I would never hurt any of you."

"How do we know that?" Apacci retorted.

"If I wanted to hurt you, don't you think I would have tried already?"

Apacci was about to reply but any response she had fell short as she realized that he was right. If he wanted to hurt them, he would have done it before. Yet he hadn't.

"Why?"

Ben tilted his head. "Hmm?"

"Why?"

"Why what?"

"Why are you so nice to us?!" Apacci spilled. "We're Hollows. We eat humans like you! We eat souls! We even eat each other! Why are you so nice to us?! Why don't you fear us?! Why don't you hate us?!"

Ben was saddened at hearing those words. He slowly walked towards Apacci, who flinched when she saw him approaching. He raised his arm. Apacci's eyes were wide with fear again as she expected him to suddenly attack her. She was too paralyzed with to even move. But as Ben was right in front of her, he didn't attack. Instead he gently cupped her cheek. Her face was now red...a mixture of both anger and embarrasment.

"W-what do you think you're doing?!"

Ben would never have done this to Apacci when she was an arrancar. But since Apacci was just a Hollow and an animal one at that, Ben approached her like one did a spooked animal. Though, he did get a slight red when he remembered that in the future, she would be humanoid and in love with him. But he fought down the blush as he tried to calm her down.

"Apacci. I know Hollows do all those bad things. And while I don't agree with it, I know that you don't have a choice. I know that there's more to all of you than meets the eye if someone's willing to get to know you. All four of you are important to me...and like I told Baraggan, if anyone goes after you, they'll have to go through me first."

The girls were really shocked when he said this.

"You...you actually said that to Baraggan?" Sung-Sun asked.

Ben grinned as he removed his hand from Apacci's face.

"Pretty much. I really told him that I'll make him pay if he ever goes near you guys again. I said I'd protect you guys and I will. Nobody's gonna hurt you while I'm around."

The girls were unable to talk, as they were still registering Ben's words. This human. He knew what Hollows were like and he had power unlike anything they had ever seen before...and here he was, using it to protect monsters like them.

**End of Chapter**

**Next chapter will be the final part of this little mini-arc and it's going to be very touching. Once again, thanks Sallem for your awesome idea for it.**

**P.S. I'm gonna be taking the harem pairing in this slowly, when Ben learns that having a harem is okay since the girls all want it. He'll start with Harribel first but I haven't decided who to go with after that. See you all next chapter.**


	7. Have Time, Will Travel Finale

**Disclaimer: Ben 10 and Bleach do not belong to me.**

**Well, everyone. I watched some episodes of Ben 10: Omniverse. Despite the graphics, it hasn't turned out as bad as I thought it would. I'll hold off my judgment for now and hope they can keep this up for the episodes to come. Anyway, as it was pointed out by my advisor, Sallem Cortez, I haven't been keeping Ben in character. Don't say anything, I have a sneaky suspicion that all of you noticed but didn't tell me for various reasons. ****Well, in light of this, I will be doing my best to keep Ben in character now. **

**Also, I know how everyone prefers the name Tia over Tier. I got to admit that I like it more too. So, Tia will be a pet name that Ben calls Tier as a sign of affection. By the way, for all you who like TiaxBen, I have a pretty good feeling you'll like chapter.**

**Have Time Will Travel Finale**

Ben felt unusually warm right now, which was rather odd. Usually the nights here were surprisingly cold. Sure Hueco Mundo didn't have a sun and all, but Ben had never noticed the temperature in this place before. As Ben tried to figure out why he was so warm, he noticed a second feeling. As if something had wrapped itself around him. Opening one eye, Ben spotted something long and white coiled around him. As the cobwebs started getting cleared, he realized what it was. Sung-Sun!

He screamed in shock, thinking that Sung-Sun had decided to go ahead and eat him. The scream immediately alerted the others, who jumped at the possible threat of danger.

"What happened?" Apacci asked. "What's going on?" Then she spotted the coiled Sung-Sun and the frazzled Ben. "Sung-Sun?! What are you doing?!"

Sung-Sun, who had been jolted out of her sleep like the rest, turned her head towards Apacci. "What do you mean?"

"Why are you wrapped around B…I mean that human?" Apacci demanded, nearly saying Ben's name.

Ben, having spotted the slip, hoped that counted as a sign he was getting through. But at the moment, he was also curious, and slightly fearful, as to why he was in this predicament.

"What's wrong?" Sung-Sun asked as if this wasn't something out of the ordinary. "I was just keeping Ben warm while he was sleeping."

Ben didn't say a thing as he felt his cheeks warm up. Sung-Sun had never been this bold in the future. Sure she gave him that slight kiss on his wounds but she never did something like _this._

"_Keeping him warm?!" _Mila Rose barked. "You're cuddling with him!"

"We are merely sharing body heat," Sung-Sun replied. "But if you're so jealous of me, then perhaps you'd like to keep him warm the next time?"

"As if!" The lioness and the deer cried. Then they turned their heads to hide the slight blush on their faces. Not that they actually wanted to cuddle Ben but they were starting to see that he wasn't as bad as they first thought.

"Um…not that I don't appreciate the extra warmth, Sung-Sun," Ben spoke up. "But could you give me a little warning next time? I thought you were gonna eat me."

Sung-Sun shook her head. "I wouldn't eat you. You've been so kind to us despite our treatment of you. Consider this an expression of my gratitude."

"Uh…thanks." Was all Ben could think of. "What time is it anyway?" Then he mentally slapped himself for forgetting there was no technical time in Hueco Mundo. "I mean, did I wake everyone early?"

"If everyone is tired, you may continue to rest." Harribel told the group.

"Thank goodness," Apacci sighed as she went back to her sleeping space. She shot Ben and Sung-Sun one last look before closing her eyes. Mila Rose curled up surprisingly catlike in her own sleeping spot.

Ben let out a yawn in relief. He had been woken up rather suddenly and drowsiness started to replace the adrenaline. As he lowered himself back to sleep, he felt Sung-Sun coil her body around him again. He didn't mind it this time around but nearly panicked when Sung-Sun placed her head right next to his. Despite knowing that she would become one of his closest friends in the future, being this close to a giant snake still left him a little freaked out.

* * *

><p>Back in the future, Kevin and Ulquiorra had returned to Los Soledad, where the two filled everyone else in on why Harangue called the latter.<p>

"That stupid Harangue," Apacci growled. "I should have socked him when I had the chance."

"Probably wouldn't have helped us out anyway," Kevin offered.

"At least I would have felt better." Apacci muttered.

Nelliel looked at Ulquiorra. "So what do we do now?"

"We're gonna mess with Harangue, that's what we're gonna do," Kevin grinned.

Findor looked up. "Why is this man a threat to Ben? Surely one as powerful as him could easily deal with a normal human."

"You forget how things work in the land of the living, Findor," Ulquiorra pointed out. "Harangue may be a normal human but he has influence with the public. Taking a violent action against him would cause the public to turn against Ben. Perhaps they would go so far as to order the military on him."

"Order the military?" Mila Rose looked skeptical. "Isn't that a going a little far?"

"A person with the power to transform into numerous aliens makes a suitable threat to the entire world. Despite his heroic reputation, Ben walks a tightrope with his power. One false move and the world could easily turn against him."

"So what?" Vega asked. "I highly doubt anything these humans have can actually stop a guy like Ben."

"We're getting off track," Gwen interrupted. "Bottom line is, Harangue could turn people against Ben and we've got to make sure that doesn't happen. Normally I wouldn't go along with this but since Harangue has put my cousin through enough problems, I say let's do it."

"I'm not sure how all this works," Starrk said. "But what should we use? I really doubt this Harangue guy will be satisfied if you tell him Ben's just a normal kid who turns into aliens and saves the world all the time. He'll expect some kind of result."

Kevin's grin became Cheshire like. "Leave that to me."

Everyone's attention was drawn to the door when they heard it open. They tensed but soon relaxed when Yoruichi stepped in.

"Hey, guys. Did I miss something?"

"We just learned that Ben's in the past and that Harangue wants Ulquiorra to big some dirt on him."

Yoruichi blinked at this news. "Okay, that alien he turned into is capable of time travel?" Everyone nodded. Yoruichi frowned. "And Harangue is...?"

"This reporter whose always bashing Ben's reputation." Kevin answered.

"That may be the least of our worries," Yoruichi said softely. Nelliel didn't like the way she sounded.

"What? What's wrong?"

Yoruichi sighed. "Look, I'm not going to lie to you. Soul Society thinks Ben is a potential threat."

Everyone, with the exception of the unconscious Harribel, tensed at her words.

"What?!" Apacci barked. "After everything he's done for them?! He beat Aizen for crying out loud!"

"That's why, isn't it?" Gwen realized. "They're scared of Ben because he beat somebody they couldn't."

Yoruichi nodded grimly. "Soul Society doesn't like anyone that powerful not being under their control. Having that Ultimatrix, especially that Alien X guy, is bad enough but now we've got Hollows who want Ben to rule over them, Ben wanting to turn said Hollows into Arrancar, and now I find out he's got an alien that can even travel through time. I'm pretty sure the higher ups in Soul Society are looking for an excuse to get rid of Ben and if they ever find out about all this stuff..."

"They'll declare war on Ben?!" Gwen was outraged.

"Gwen, calm down. Not everyone is against him. I may not have known him long but I can see that Ben's a good guy. He kinda reminds me of Ichigo. They're both stubborn little brats who try to take on the world, but at least they do it for the right reasons. He has my support. Kisuke's too. We'll help in anyway we can."

* * *

><p>Back in Hueco Mundo, Ben decided to show the girls some of his other forms. He was currently Heatblast, locked in battle with a pig-like Hollow. The creature wasn't really strong and Heatblast ducked under his attacks with ease before shooting jets of fire into his face. A while back, he had discovered an amazing thing. Not only had the Hogyoku granted him some of his aliens' powers, it had amplified his aliens. For example: XLR8 was even faster, Four Arms was even stronger, Chromastone's energy blasts were more powerful, and Heatblast's flames were way hotter as the poor Hollow he was battling found out. The Hollow screamed in pain as it ran off, trying furiously to put out the flames.<p>

"Yeah, you better run!" Heatblast called after the Hollow as it ran off in the distance. Brushing his hands, he turned to the girls. "Guess I was...too hot to handle."

Apacci and Mila Rose both groaned at Ben's pun but Sung-Sun gave out a little giggle. Heatblast bowed. "Thank you. You're a terrific audience." He slapped the Ultimatrix dial and turned to normal.

Harribel was watching from afar. The boy kept surprising her the more they spent time together. All these monsters he could turn into, all these powers he could use. The fact that he was able to defeat Baraggan clearly showed how amazing he was. But yet...why didn't the boy use his powers to conquer? She had a nasty feeling that she hadn't seen even half of what he could do. Surely one with such potential could take whatever he wanted, yet he devoted himself to simply helping others.

"So," Ben said. "What's on the agenda today? Walking, followed by some fighting, more walking, some more fighting and then, let me guess...more walking?"

"What did you expect?" Apacci asked rhetorically. "Look around. There's not much _to _do."

"So I've noticed. It's enough to make a guy go mad. Not a single smoothie or chillie fry in sight."

Mila Rose tilted her head. "What?"

"Only the best things mankind has ever invented," Ben explained. "This place really is the pits. And I'm not just saying that because there's pits everywhere."

Sung-Sun giggled again, causing Ben to grin. Stretching his arms, he started walking. "Come on. Might as well get my daily exercise."

As Ben walked off, the other girls rounded on Sung-Sun.

"What is with you?" Apacci snapped. "You're acting awfully chummy with that human."

Sung-Sun sighed dramatically. "Honestly, after all Ben's done for us, you're still being so harsh on him?"

"He's a human! He works with the Shinigami! I don't care what he says, I don't trust him!"

"Now you're just being stubborn. He's a nice boy who genuinely wants to help us. How about you show some gratitude instead of that boorish manner?"

"What did you say?!"

"Enough!" Mila Rose growled. She looked at Sung-Sun. "Are you sure we can trust him, Sung-Sun?"

"Like he said before, if he wanted to hurt us, he would have done so by now. If he could beat Baraggan, then we're nothing compared to him."

Apacci snorted. "Harribel-sama could easily kill that boy, even if he did beat up Baraggan."

"To be honest. I am not certain."

The three jumped when they realized that Harribel was right behind them.

"But I can see that this boy truly has no ill intent towards us. I believe we can trust him."

Mila Rose and Apacci looked at each other. While they were still wary of Ben, they decided that if Harribel said he could be trusted...they would try to give it a shot.

Ben himself was busy thinking. His plan to turn the Hollows into Arrancar turned out to be easier in his head than in reality. First off, how exactly he was gonna turn them into Arrancar? And second off, how could he make sure that the Hollows weren't as nasty as Arrancar? Sure, some were nice but most were vicious and mean. Always hungry and wanting to become stronger. What could he do? What? What? He needed a spot to sit down and think. Since he'd be a sitting duck trying to think in the open...

"Hey, girls. Mind if I go ahead back?"

The girls were a litttle surprised by this. "Bored already?" Apacci asked.

"Nah. Just got some thinking to do and I don't want to do it out here. Might as well be carrying a sign that says "Fresh human right here. First come, first served"."

Sung-Sun giggled again while Mila Rose and Apacci had to admit that the joke was a little funny. Only Harribel showed no reaction. "If you are certain, then you may."

Ben grinned. "See you guys later." And used his super speed to return to the cave in no time. When he returned to the cave, he pondered something he hadn't thought of before

"I wonder if the Hogyoku..." He activated the Ultimatrix and scrolled towards Grey Matter. If the Hogyoku could amplify speed, strength, and elemental powers...could it amplify intelligence?

"Well, time to give it a shot." And he slammed the dial down. In a flash of green light, he was now the tiny but brilliant Grey Matter. He dug a long finger into the sand and started writing out his plan.

"Now if I add this I should be able to get the right reaction...and if the right amount of energy is included here...course I can't forget _that _factor or else the whole thing's just gonna... Now if I include this theorem the desired effect should be probable." And on Grey Matter went, mumbling scientific nonsense that the Ben part of him still had no idea about. In roughly five minutes he had completed out his entire plan. "By jove, I think I got it!" He was about to slap the Ultimatrix dial to turn back to normal but something stopped him. Even though the girls were finally starting to warm up to him, he hadn't made that much progress. He wanted to do something for them. Something to really show how much he cared about them. Having memorized his original plan, he brush the equation away in the sand and started working anew. He said nothing aloud, keeping all his thoughts on his work as he wrote furiously in the sand. Fortunately with his increased intelligence, he was able to find what could possibly be the perfect way to show the girls how much he cared. Slapping the Ultimatrix dial, he transformed into Armodrillo. "I sure hope this works."

* * *

><p>In the present, while the girls tended their mistress, everyone else gathered around Yoruichi.<p>

"Okay, just so we're clear, Kisuke and I are on Ben's side. There's also the Vizords. They know what it's like to get targeted by Soul Society."

"Why?" Gwen asked.

"It's against the law for a Shinigami to obtain Hollow powers. Even though all of them were victims of Aizen's Hollowfication experiments, the Central 46 still treated them like they did it on purpose."

"Central 46? Those guys the higher ups?"

Yoruichi nodded. "They govern over Soul Society. The Spirit King gave them complete control. And they are extremely strict. I won't go into the exact details but here are some of their rules: 1. Shinigami aren't allowed to give their powers to a human. 2. Shinigami aren't allowed to use forbidden Kidō. 3. No citizen of Soul Society is allowed to create dangerous weapons that were not approved by the government. 4. It's forbidden to attack a captain. 5. It's against the law to commit acts of terrorism against Soul Society. 6. It's forbidden to commit murder. 7. It's forbidden to kill a Human that was not ordered to be killed. 8. Shinigami are forbidden to try and obtain Hollow powers. 9. No two Shinigami can have the same Zanpakutō. They must fight for ownership, with the spirit going to the winner, and the loser being executed. 10. It's against the law for the Gotei 13 to meddle in the affairs of the noble families unless there's proof that said family committed a crime against Soul Society. 11. It's illegal for a Shinigami to stay in the Human World longer than a certain time limit. And these are just some of the rules."

Kevin whistled. "And I thought the Plumbers were harsh."

"But like you said, the Vizords didn't try to gain Hollow powers. Aizen forced them to." Gwen pointed out. "Didn't that count for something?"

Yoruichi shook her head. "The Central 46 already saw them as Hollows and demanded their execution."

The Arrancar became tense when they heard that.

"Without a fair trial?" Gwen asked.

Yoruichi looked at the ground. "In Soul Society's eyes you're already guilty and all they need to do is give you the sentence hearing."

"That's terrible," Gwen said.

Kevin snorted. "No offense but I can kinda see why Aizen wanted to overthrow you guys. Not saying he was any better but maybe..."

"Maybe we pushed him to it." Yoruichi finished. "I wouldn't be surprised. Fortunately the original 46 were all killed by Aizen and Yamamoto filled in as a substitute. That's why Ben got allowed so much leeway after the war. Course, Ben isn't a Shinigami and not under Soul Society jurisdiction anyway. But if the new Central 46 find a way to show Ben as a threat to them..."

"They could kill Ben and claim they were doing it for the good of Soul Society," Ulquiorra finished.

"And this is the place people go to when they die?" Kevin asked skeptically.

"It's quite saddening how you Shinigami could commit such atrocities and use a mask to make it all appear justified," Ulquiorra said. "Although we Arrancar are monsters ourselves, at least we made no attempt to hide our true nature."

Yoruichi gave a small smile. "True. How very true." She looked up. "But like I said, Ben does have allies who are willing to stand by him in case something does happen."

"And so are we," Starrk said as he got up, surprising everyone.

"Hmm. You seem strangely motivated, Starrk."

"Ben's my friend," Starrk replied. "And I look after my friends."

Lilynette smiled proudly at her other self. "That's the spirit, Starrk."

"Ben had also given me a new purpose to live," Ulquiorra added. "My power is his to command."

Nelliel smiled. "What kind of woman would I be if I wasn't there for my man?"

Apacci, Mila Rose, and Sung-Sun all nodded in agreement. "And Harribel-sama would say the same."

Kevin grinned. "Hey, don't forget about us. Ben wouldn't be anywhere without me and Gwen to bail him out."

Redder pumped his fist. "I've got Ben's back."

"And I would rather allow myself to become ugly beyond imagination before I allowed the amazing Ben-sama to suffer!" Charlotte declared.

Most of Baraggan's fraccion said nothing but Findor spoke up. "Ben gave us mercy when we were about to die. I am honor-bound to aid him in any way I can."

Yoruichi smiled at the scene in front of her. Much like Ichigo, Ben had a way of drawing people to his side. She hoped he was okay...wherever and whenever he was.

* * *

><p>Back in Hueco Mundo, the girls were finally returning to their cave. Ever since Ben defeated Baraggan, most Hollows had given them a wide berth. From what they heard, Baraggan both hated and feared the mysterious being that had been able to defeat him. Having Baraggan put in his place gave Harribel satisfaction. She also heard rumors going round about how she had an assortment of bizarre and dangerous pets. It was obvious that they meant Ben's various transformations. Apparently they didn't know it was all the same person. The fact that Ben's form Clockwork was associated with her caused Harribel to become the most feared Hollow in Hueco Mundo. But the power did not go to Harribel's head. She had no desire to rule this land. But her mind strayed to the human boy. He knew fully well what she was and yet...he was so kind and thoughtful to her and her girls. Harribel found herself feeling weird. As they got closer to the cave, she spotted Ben standing at the entrance with a big grin on his face. She also noticed that he was covered in dirt.<p>

"Hey, girls." He said.

"What happened to you?" Apacci asked. "Rolled around in the dirt?"

Ben's grin stayed. "Not quite. I have a surprise for you guys."

The girls looked at each other in confusion. A surprise?

Ben turned towards the cave. "Follow me. "And he started down the stairs.

Confused but nonetheless curious, the girls followed Ben down into the cave. When they reached the bottom, they discovered a gaping hole in the wall.

"What in the world did you do?" Mila Rose asked as she stared at the large hole.

Ben smiled at her. "Follow me." He walked into the hole. Feeling anxious and cautious, the girls slowly approached the hole, Harribel ready to strike in case this was a nasty surprise.

But greeted their eyes instead was something that could only be described as paradise. Though the lighting is dim, they could easily make out trees. Actually trees. And they bore fruit. And that wasn't all. There was even a river, grass, vegetable gardens, and a watering hole, all in a space the size of a football field.

Words could not express the girls' disbelief at what they were seeing.

"Well...what do you think?"

The girls turned their heads towards Ben, who still had that big grin on his face. He saw their reactions and was quite pleased with the results.

"You...you made this?" Harribel asked.

"Know anyone around here that could have?" Ben asked as he walked over to a tree and plucked one of the fruits off it. He walked back to the girls and held the fruit out. "Here. Try one."

The girls were uncertain about what to do. Hollows didn't really need to eat normal food. Or rather, the hunger in their bodies wasn't sustaned by mere foods anymore. Still...

Sung-Sun decided she would be the first to try. She sniffed the fruit and found it to smell a little funny. But Ben was looking at her so eagerly that she couldn't find it in her to refuse. She snatched the fruit out of his hand with one chomp. As soon as the fruit touched her tongue, her eyes went wide.

Harribel was on instant alert. "Sung-Sun. What's wrong?"

Sung-Sun swallowed the fruit. "That...was...delicious."

Ben's smile grew. Completely shocked by this, Mila Rose and Apacci went over to the closest tree. Both took some of the fruits and started eating. Like Sung-Sun, they were shocked by the delicious flavor of the fruits. They were so sweet and juicy despite their slight odor. Apacci went over to one of the vegetables and took a bite. She moaned a little in pleasure. It was so rich and crunchy. Sung-Sun and Mila Rose followed her example and were overwhelmed by the deliciousness.

"Harribel-sama! These are wonderful!" Apacci cheered.

Harribel was completely amazed by all of this. She turned towards Ben. "How could you have possibly managed all of this?"

"Well, it wasn't easy. First I had to turn into Grey Matter to figure all this out. Next, I turned into Armodrillo to make all this space and the riverbed. Once that was all set up, I used Upchuck to clear out any leftover chuncks of rock and turn them into nutrients for the sand. Thanks to the nutrients, the ground became perfectly good soil. Following that, I used Water Hazard to fill the the place up with water. With the water done, I used my plant guys to grow the plants. Not only do they provide food, they also provide good structural support. Afterwards, I was able to use Lodestar to luckily find some iron filled metal, which I then magnetized. Next, I had Upgrade mold the metal into a self-sufficient irrigation system and water recycling device. As soon as I was done there, I used Water Hazard again to replace the water that been used up by the plants. Ha! Here everyone thought I never payed any attention in class. While I was Grey Matter, I figured that, as long as the food is properly rationed, this stuff could feed over a dozen Hollows daily, providing them with something else to eat besides souls. You guys seemed to like it so I'm sure other Hollows will too."

The girls were completely struck dumb as they took all this in. Perhaps the one most affected was Apacci. She had been against Ben the most...and yet after the way she treated him he had gone and done this for all of them. If there was any doubts in her mind about the boy, they were erased right here and now. Mila Rose shared those feelings. She may not had been as vocal about her distrust of Ben as Apacci had but she had been unfair to him too. This boy, doing something like this...she knew that she certainly didn't deserve -Sun didn't feel as guilty as the other two since she had been the first to offer Ben any trust. But she was just as moved as the other girls were at the boy's kindness. They had done nothing to warrant him to offer such a precious gift.

"Ben...I'm sorry." Apacci lowered her head. "I was such a jerk to you and...and..."

Ben smiled as he walked over and hugged her neck. "Hey. No hard feelings, right?" Apacci's eyes widened and she felt nervous. Mila Rose walked up to them.

"Ben...please forgive me."

Ben smiled as he reached out and gently stroked the side of her head like a cat. Mila Rose leaned into his touch and began to softly purr. Sung-Sun coiled herself around the groupd and sent stroke Ben's face with her own.

"Thank you, Ben. Thank you for all you've done."

Ben gave a sheepish smile while a blush lit up his face as he remembered the girls' future selves.

The weird feeling Harribel had was coming back stronger than ever. This human was impossible. And yet she couldn't help but feel moved. As far as she could remember, she was not use to anyone showing her any form of kindness and now Ben had gone and done something like this. It was almost too much. But then a small rational part of her mind realized something.

"Wait. Without a sun to provide energy for these plants, they'll surely die. Possibly within months."

Ben's blush died down as his grin came back. "Got you covered." He activated the Ultimatrix, twisted the dial and then slammed it down. In a flash of light he turned into Chromastone. He led the girls to a metal semi-circle like structure with a candle holder inside a gyroscope fastened in the middle of the ceiling.

"See this? It's made of the same magnetic materials as the irrigation system. Using my other smart guy,Brainstorm, I was able to calibrate it with his lightning. It rotates horizontally on a 24 hour system, providing every corner of the area with it's own day and night as long as it has a light source."

Harribel was astonished. "And this monster you turned into is going provide the light source."

Chromastone chuckled. "Yep. But I can't do it without your help."

The girls looked back and forth between each other. What could they do to help?"

"While I'm Chromastone, I can store loads of energy. I can even store that energy into parts of me and break them off. I want you girls to hit me with your Cero. I'll absorb the energy and store it in my horn."

"Your horn?"

"Once the energy is stored, I'll break my horn off and put it in that holder. That should be able to provide this place with an easily rechargeable sun, providing the plants with energy and this place with a night and day. Well. What do you say?"

The girls didn't need any convincing as they all began charging up their Cero. Harribel's was yellow, Mila Rose's was orange, Apacci's was red, and Sung-Sun's was dark pink. After seeing all the things Ben had accomplished, they had no doubts in their minds that this would work. The Cero shot towards Chromastone in a multicolored blast. For a brief moment they feared that Ben was going to be obliterated but instead watched as their Cero really were absorbed into him. His body radiated with the glow from their attacks.

"Alright! That worked!" Closing his eye, Chromastone focused all power to his horn. Said appendage shined brightly. Grabbing it with both hands, Chromastone broke his horn off and approached the candle holder. Gently, he placed horn inside. As soon as he did, the light shined through the entire place. Yellow, pink, orange, and red light dazed around like the Northern Lights, making the paradise before them look like some dazzling Garden of Eden.

It was this sheer beauty that finally broke the dam, releasing the overwhelming feelings that Harribel tried to hold back. Ben turned to address her but panicked as he noticed tears slowly falling down her cheeks.

"T-Tier! What's wrong?"

The panic in Ben's voice snapped the other girls out of their reverie and they quickly dashed to their mistress. Ben swiftly followed them.

"Tier-"

But before he could say anothe word, Harribel grabbed him and held him tightly. Ben was momentarily stunned by the sudden action but snapped back to reality as he felt her sob into his shoulder. Awkwardly wrapping his arms around her, he wondered if he had screwed up somehow and upset her.

"Thank you," Harribel muttered as her face was still buried in his shoulder. "Thank you so much. You've...you've done all this for us and you've never asked for anything in return."

Ben smiled. "No big. Helping people is what I do. I am a hero after all."

"As far as I can remember...no one has ever treated me like this before. I was too scared to even think that...someone cared."

"Hey," Ben said. "I care."

"I know. I see that now. Ben...I've never believed in gods before. Not even Shinigami, so-called Gods of Death, were gods in my eyes. They saw us as the monsters I've always known us to be. Not caring of our pain, our suffering, just seeing us as something to kill. And Baraggan. His foolish arrogance and cruel nature. I would never acknowledge him as a god. But...if I was to believe that there was indeed a god in this world...then it's you."

Ben quickly back-pedaled. "Whoa, whoa, whoa. I don't mind being called a Hero. Or awesome. Or even super. But even I think being called a god's a little overdoing it. I just want to show that Hollows don't need to prey on humans. I'm sure that if the Shinigami realized that, they'd probably leave you guys alone."

"So you told me when we first met. I'm sorry I doubted you and treated you so unfairly."

"Hey, you had every right to doubt me. The guys before sure didn't give any reason to trust a random stranger. Heck, I probably looked like a lunatic in your eyes."

"And now I see how foolish I was to think that. I didn't believe...no, I refused to believe there could be a better existence for us. Then you came along. As I watched you do the things you do, I slowly found myself starting to hope against hope that maybe you _could _make a difference. And now that I've seen this...this beauty in front of me, I realize now that you _can _make a difference."

Harribel suddenly got down on one knee and grasped Ben's hand. "Ben Tennyson, I swear to stand by your side forever and make it my mission to ensure that your goal becomes a reality."

Ben's brain completely shut down when Harribel made her declaration. He hadn't expected _this _to happen. "Ti...tier, you don't have to do this..."

"I _want _to do this." Harribel told him.

"Me too!"

Everyone turned towards Apacci. Ben blinked. "Apacci?"

"Harribel-sama's right. You're the one who can make a difference. And I'll do everything _I _can to help you. I swear to stand by your side forever!"

"A-apacci..."

"And I swear too!"

"Mila Rose?!"

"Ben, what you've given us is more than just a beautiful place. You've given us hope. You've given us kindness. You've given us a true reason to become stronger. I swear to stand by your side and become as strong as I can for you!"

"W-wait a minute girls..."

But his words died in his mouth as Sung-Sun gently wrapped around him.

"I too swear to stand by Ben Tennyson forever. My strength will be his strength."

"Uhhhhhh," Ben was at a loss for what to say. But then his eyelids started to feel heavy, his body starting to feel sluggish, and a yawn escaped him.

Sung-Sun giggled. "Poor Ben must have wiped himself out." Using her long body, she was able to gently lower Ben to the soft ground.

"I...guess I feel a little (yawn) worn out."

Sung-Sun smiled as she recoiled herself around him again. "Sleep tight, Ben."She cooed as she nuzzled him affectionately. Just then she felt Mila Rose and Apacci cuddle up next to Ben. "Ah...you two wanted to snuggle with him too?"

Both Hollows had light blushes on their faces. Instead of arguing with Sung-Sun like they usually did, they simply grumbled. Apacci rested her nose on Ben's chest while Mila Rose nuzzled her mane into his shoulder, purring again as she did so. The three closed their eyes as they wrapped themselves around their hero.

Harribel watched the four. While she was happy for them, she felt a small ache inside her and a strange desire to also be beside Ben. Was she...was she developing romantic feelings for him? She would have declared such a thing impossible in the past but maybe now...

She was shocked out of her musings by Ben screaming in pain. The other girls quickly jumped off him, afraid that they may have caused him pain. Ben was clutching his head in agony.

"Ben! What's wrong?" Harribel asked.

"I-I don't know! My head is killing me!"

"Ben! Your hands! Look at your hands!"

Ben did indeed look at his hands at Sung-Sun's assitance. His eyes widened when he saw his hands had become transparent.

"Ben! What's happening?" Harribel asked.

"Heck if I know," Ben admitted. "Either I just gained Ghostfreak's powers or something's really really wrong with me." He yelped in pain and fell to the ground as he got another headache.

The girls tried to figure out what to do when they felt a crushing pressure enter their midst. Somone was in their cave.

"There's an intruder!" Apacci called. "Harribel-sama, please look after Ben! We'll deal with this jerk!" Apacci, Mila Rose, and Sung-Sun dashed towards the hole to confront the intruder. Harribel got down on her knees beside Ben. She felt so useless. He was in pain and she didn't know how to help him. She gently placed his head on her lap and began stroking his hair, hoping it would somehow help.

"Ben. Please be alright. I don't want to lose you. Not now."

Ben didn't reply back. His body was starting to spasm and he didn't know how to stop.

But then she sensed her girls were in danger. And the sudden shake and sound of an explosion increased her worry. She didn't want to leave Ben like this but she was also scared for the girls.

"G-go."

Harribel looked down at Ben. "What?!"

"Go! H-help them. I'll be alright."

Harribel was torn. She didn't want to make a decision like this. It felt to her that someone was gonna get hurt either way.

"I'll be okay. Go. I-I'll join you soon. I promise."

Harribel closed her eyes. "Ben, I promise I'll come back for you."

"Be-be careful."

Harribel gently put Ben down and went off to confront the intruder. As Ben tried to make the pain go away he looked down at himself. Much to his horror, his body began fading back and forth.

"What is wrong with me?!"

Ben then remembered a sci-fi movie he saw when he was a kid. The movie dealt with time travel and the hero did something like this when he was returning back to his own time.

"No. Not yet. I can't leave now. They need me." He closed his eyes and began to concentrate. He didn't know if this would actually work but he was desperate to do anything right now. He could faintly make out the sounds of battle. "I won't leave them like this! I won't!" His body looked almost completely transparent. **"I WON'T**!"

And as if by magic, his body was back to normal. "Phew." he got to his feet. "Now, it's hero time!" He left the garden and found the caves a complete mess but nobody was there. Fearing the worst, Ben dashed outside the cave. And what he saw chilled him to the bone.

The girls were all scattered around, lying in the sand. They were deeply cut and badly bruised. The sight made Ben clench his fist. Whoever did this was going to be in for a world of hurt!

And then Ben saw him. A blue-humanoid looking creature with a hammerhead...well...head holding some kind of energy blade in his hand. A deep gash on the side of his head caused Ben's eyes to widen. This was the Hammerhead shark that Harribel cut down back when they faced Baraggan. But...why was he so different now? That didn't matter. What did matter was that he had hurt the girls and now he was going down.

"Leave them alone!" Ben bellowed.

The Hammerhead, who was looming over Harribel, froze when he heard the new voice. he looked up and saw Ben standing there with the darkest look he ever had. But the Hammerhead was not intimidated.

"A human?" He asked mockingly.

Ben slowly started to approach the Hammerhead. "Buddy. You just made a big mistake."

The Hammerhead was still not scared. "I don't know how you got here, human. But I'm gonna enjoy this."

Harribel, who was still conscious, managed to weakly push herself up. Ben's rage kicked up when he saw that she was badly bleeding.

"Be…Ben," Harribel said weakly. "Get…out of here. Run!"

Ben shook his head. "Forget it, Tier. I never left you before and I don't plan on doing it now." Ben glared at the Hammerhead. "Alright, Fish-Face. You just bought yourself a pounding!" He activated the Ultimatrix. "It's Hero Time!" He slammed down the Ultimatrix dial down and was engulfed with the familiar green light.

"What the?!" The Hammerhead cried out.

The green light faded and Ben was replaced by Echo Echo. The Hammerhead just stared at him for a moment before laughing his head off. "How do you expect to stop me, you little bug?"

"Like. This." Echo Echo replied as he slapped the dial again. In a moment, Echo Echo was replaced with Ultimate Echo Echo. "Now," Ultimate Echo Echo said. "I believe I owe you a butt whooping."

"Heh. Foolish little freak. My power is far beyond your understanding." The Hammerhead began unleashing his reiatsu out on the battlefield. While it started to crush Harribel and the others, Ultimate Echo Echo was not impressed. This guy's power was nothing compared to the Espada.

"Sorry, but I've felt worse." Raising his hands, Ultimate Echo Echo fired a sonic blast. His enhanced powers blasted the Hammerhead off his feet and into the plateau right behind him. The Hammerhead weakly got to his feet, shocked at the display of power he was just shown.

"How...how could you...how are you..."

"How am I better than you?" Ultimate Echo Echo asked. "Simple. I just am."

The Hammerhead furiously created another energy sword and charged at Ultimate Echo Echo. The hero lazily raised his arms and blasted his opponent with another sonic blast. The Hammerhead screamed in pain from the sound as he was blasted off his feet again.

Harribel stared. Ben was beating this foe around like he was nothing! Incredible.

"I'm in a really bad mood right now so I'd better wrap this up quickly." Ultimate Echo Echo said. He fired the sonic disks off his body and had them surround the Hammerhead, who was completely confused by what was going on.

"Sonic...Doom!"

The Hammerhead screamed in agony was he was blasted in a sphere of sound. He clutched his head and continued screaming, begging for the sound to stop. Once he was certain it was enough, Ultimate Echo Echo stopped his attack. The disks ceased their sonic blasts and the Hammerhead collapsed to the ground. The disks flew back to Ultimate Echo Echo. In a flash he was Echo Echo and then in another flash he was Ben again. He walked over to an amazed Harribel.

"You okay?"

"I'll be fine. The others?"

Ben went to check on the girls and let out a breath of relief as they slowly started getting up. Apacci eyed Ben.

"Ben!" She tackled him happily. "You're alright!" Then she spotted the Hammerhead lying on the ground. "Ben?...Did you do that?"

Ben smiled. "Yeah. Probably overkill but he put me in a bad mood. Don't worry. He won't be getting up anytime soon."

Mila Rose got up. "Looks like we have something else to thank you for."

Ben smiled. "Hero, remember? Comes with the territory."

"So, Ben," Sung-Sun asked softly. "Are you okay?"

That question caused Ben to look at the sandy ground. "I'm think it's time for me to go back home, guys."

"What?!"

"Why?!" Apacci demanded.

Ben sighed. "Something is pulling me back. I was able to fight it earlier but I was probably lucky. Next time it happens...I'll probably leave for good."

"No!" Apacci dashed forward and nuzzled her head into his shoulder. He could make out slight sniffles muffled by his jacket. "Don't...Don't leave. Please."

Ben felt his heart sink as he hugged Apacci. "I don't think I have a choice."

"Ben..."

Ben smiled at the girls. "Don't worry. We'll see each other again."

"R-really?" Mila Rose asked quietly.

Ben walked over and gently patted her between the ears. She purred. "I promise. Come on. Let's go seal the garden up."

"Seal it up?" Sung-Sun asked.

"I don't want it ruined. Don't worry. I promise you guys...we will see each other again. And this time...we'll stay together."

"Really?" Apacci asked hopefully.

Ben grinned as he thought of all the adventures they would have in the future. "Definitely."

Harribel remained silent this whole time before walking towards Ben. As she got closer she broke out into a run before throwing her arms around him.

"Good-bye, Ben. When we meet again, I _shall _stand by your side forever."

"Me too!" Apacci cried.

"Me three!"

Me four!"

Ben smiled. Suddenly his body started fading again. It was time for him to go. "Good-bye guys. Stay alive until then."

"We will, Ben!" The girls assured him.

"We'll see each other again. I promissssssssssse!" And with that, Ben faded completely.

* * *

><p>In the present, Harribel's eyes shot up open and she bolted upright from the bed. The action caused nearly everyone to jump.<p>

"Harribel-sama!" Apacci rejoiced. "You're okay!"

Harribel looked around the room frantically, as if looking for something in particular.

"Harribel-sama?" Mila Rose asked. "Are you alright?"

* * *

><p>In the past, Harribel and the girls had just sealed up the entrance to their secret garden. They didn't know how long it would take for Ben to return but they eargerly awaited it. But as they left the cave again, they were greeted by a terrible sight. The Hammerhead was lying on the ground...dead. Standing above him was a robed man with slicked back brown hair and a sword in his hand. Blood was splashed along the sword's blade Harribel's eyes widened. This man was a Shinigami!<p>

"I do apologize if this one gave you any trouble." The man said as he turned to face them. "Are you the one who did this?" He asked Harribel. Harribel and the girls immediately tensed up. "I must say I'm impressed." He walked over to her. "I could use someone of your power. Would you like to join my group? I could make you more powerful than you could ever imagine."

Harribel narrowed her eyes. "My loyalty is to another. One far greater than _you.__"_

The man was unshaken by her attitude. "Really? That's quite interesting." He turned his sword over and held it in front of her. "Would you like to know the name of my Zanpakuto?"

Harribel wasn't sure what this man was about to do, but she braced herself for an attack.

"Shatter, Kyoka Suigetsu."

* * *

><p>Ben found himself back where this whole mess started. Los Soledad. He wondered how long he had been gone and where everyone was. He decided to take a look around.<p>

* * *

><p>The Shinigami stood before the collapsed girls as he was approached by a certain silver-haired man with a slit like smile.<p>

"My...these four gave you some trouble, didn't they, Lord Aizen?"

"Yes. I was able to use my Kyoka Suigetsu on them to make them think their allegiance was to me. However..."

The silver-haired man was curious. "However?"

"They able to resist it for a short while. No-one ever has ever been capable of doing that before. They held something. Something close to their hearts. Or whatever Hollows have instead of hearts. Whatever it was, it gave them the strength to fight off my Zanpakuto's complete hypnosis."

"Oh, is that gonna be a problem?"

"No. I was finally able to make them believe that I am the one they hold in such reverence, though I must applaude whoever they _did _cherish so much. They must have been someone great." Suddenly he paused.

"What's wrong, Lord Aizen?"

"For a brief moment...I felt a chill."

"Maybe it was a premonition."

"Hmmhmm. I do so enjoy that wit of yours, Gin. Now, let's take these four back to Las Noches. We'll soon have some new Arrancar to add to our ranks."

* * *

><p>Harribel stood frozen as the final pieces of her memory clicked into place.<p>

_I can't believe it. After all this time. Aizen. Aizen you should grateful that you're dead or I would make you suffer a thousand times worse!_

"Harribel?" Gwen called, causing the former Espada to look at her. "Are you alright?"

Harribel gave her a soft smile as her eyes began to water. "Yes, Gwen. Better than I have ever felt in a long time." Her eyes widened. "Ben?! Where's Ben?!"

"Uh...about that. He's uh...well..."

"Hello! Anybody here?"

Everyone froze.

"That voice..."

"Was that..."

Harribel felt her eyes water again as she got up and went for the door faster than anybody could react. She flung the door open and spotted Ben wondering among the buildings. She immediately dashed out and ran straight for him. Ben barely had time to turn before Harribel threw him into a tight hug.

"Ben," She whispered as she hugged him. Her tears falling freely. "It's you. After all this time. It's really you."

"T-Tier?"

"I remember, Ben." She smiled so brightly. "I remember everything!"

Ben stared at her for a moment as her words finally connected. "You do? You remember?!"

"All of it, Ben. Including my promise. Oh, Ben. It was Aizen. When you left, he used Kyoka Suigetsu on us."

Ben's jaw dropped. Aizen had been there the entire time?!

"We tried to resist it, Ben. Our loyalty was for you, not him. But he finally overpowered us, making us believe that it was he who we swore our loyalty to. Ben, I'm sorry I didn't remember you when you first came to Hueco Mundo. Or...would it be the second time?"

Ben shrugged. "Whichever. Time travel's weird. And Tier, don't worry. I don't blame you for what Aizen did."

"But, I realize that he only partially got us. I think a part of me still knew that it was you all along. And when you finally returned to Hueco Mundo. That's why I felt the way I did, the way I do now. My feelings were not erased, they were merely suppressed. And being with you again, my feelings simply grew and grew until my true loyalty came despite my lack of memories. And now that I remember everything, I can finally keep my promise to you."

Ben grinned sheepishly. "Sorry for making you wait so long."

"I'm not exactly thrilled about being used as Aizen's cannon fodder" Seeing Ben lower his head, Harribel gently tiled his head back up. "But deep down, I do believe it was worth it."

"Ben!" Gwen barreled her cousin as she hugged him. Then her nose smelt something and she backed off. "How come you smell like you haven't bathed in days?"

"Err...how long have I been gone?"

"An hour. Maybe an hour and a half."

"An hour and a half? I was in there for days! Or whatever counts as days there!"

"Days?!"

"It's not impossible." Kevin admitted. "_Time_ travel, remember? A person who can time travel could be gone for years and then come back where it seems he was only gone like an hour. But you got to be careful thinking about it. Putting too much thought hurts the head. So, what made you come back, Tennyson?"

"Err...I was kinda forced to. For some reason I started fading in and out before finally being pulled back here."

"That's easy to explain," Gin said, drawing everyone's attention to himself. "Time anomalies are quite common according to Paradox. He theorized that you're little time stunt would cause the time rift to try and fix itself up, sending you back to your proper time and place."

Ben deadpanned. "Yeah, thanks to for giving me a little _warning _that I would travel back in time, Gin!"

Gin just smiled. "Come on, Ben. Paradox thought the surprise would make it more fun."

"While I'm a little annoyed," Ben looked at Harribel and smiled. "I'm glad Paradox tricked me." Harribel smiled back. Ben looked at her Fraccion. "Did you guys get your memories back yet?"

The girls shook their heads sadly. Ben frowned. "Maybe we just need something to job your memory."

"Ben, I have the perfect idea. Let's unseal the garden. I think now would be a good time as any."

Ben's smile come back and grew. "That's a great idea!"

"Um...how about you shower first?" Kevin said as he pinched his nose. "Seriously. How could you not smell yourself while you were there?"

"In Hueco Mundo, personal hygiene is the least of one's concerns," Harribel retorted. "Kevin, may we use your jet? It would be more convenient for us."

"Convenient for what?"

"Ben created a special place for us during his stay. I believe that it would be the perfect thing to help my girls remember."

Kevin rolled his eyes but his smirk said otherwise. "Alright, alright. I'll go start it up."

Harribel looked at Nelliel. "Nellie, would you like to come?"

Nelliel felt a little jealous that the other girls got to spend even more quality time with Ben, but she didn't have it in her to be rude. "Sure."

"Ulquiorra? Starrk? Would you like to come?"

"Everyone else can go but I shall stay here and keep an eye on these ones." Ulquiorra glances at Baraggan's fraccion.

* * *

><p>Soon, everyone who wanted to come were loaded up into the jet. Harribel got to the front and created a Garganta in the sky.<p>

"Alright, everyone. Buckle up!"

Kevin hit the throttle and the jet sped into the garganta. With Harribel, Nelliel, and Starrk's help, Kevin was able to pilot the jet through the swirling darkness. That wasn't to say that it was a smooth ride. The jet rattled and shook and everyone thought they were going to be flipped more than once. But soon they blasted through the darkness and Hueco Mundo was in front of them.

"Feels so weird being back here," Gwen said as she looked around.

"So where to?" Kevin asked Harribel.

Harribel looked over the landscape as she tried to get her bearings. She guided Kevin through the vast desert sand to the surprisingly more rocky areas and Kevin and Gwen didn't even know existed.

"Huh. I always thought this place was just sand...sand...and more sand."

"The place is a wasteland regardless," Harribel told Kevin. "Over there. That's where our cave was."

Kevin landed the jet just next to the entrance. Once the boardwalk lowered, Ben dashed down with Harribel close behind. The girls were amazed. They had never seen their mistress so full of life before. What was this sanctuary the two of them kept talking about?

"Shortly after you left," Harribel told Ben as they went into the cave. "We sealed the entrance but left slight openings so that the plants could get air. But right after we were done, we went outside for some fresh air for ourselves...and Aizen was outside."

Ben frowned. "Aizen. I can't believe he was there the whole time and I didn't even know it."

"It couldn't be helped, Ben. Perhaps the two of you weren't meant to see each other until the day Paradox dropped you into the Winter War."

Ben put his hands in his pockets as they slowed the pace down. "I guess so."

The two reached the bottom of the stairs and Harribel lead Ben to the large boulder they had used to block the entrance up. Hearing the sound of footsteps behind them, Ben turned to see the others had followed them.

"So..." Starrk said as he paused to catch his breathe. "Where is this place you keep talking about?"

"Right here," Harribel answered as she moved the boulder. A faint light shined from within. Harribel stepped in first, followed by Ben. The others followed right after.

"Oh...wow."

Everyone gazed at the amazing sight before them.

Kevin whistled. "What is this place?"

"A special paradise Ben made."

"Ben made this?" Kevin and Gwen stared at said hero.

"With a little help from my aliens." Ben admitted. He took a look around. The plants had become wild and untamed with the light almost gone. Ben was impressed that the light had managed to last thing long. "What do you think girls? Girls?" He looked over at Apacci, Mila Rose, and Sung-Sun, who were starting wide eyes and opened mouth at the sight before them. "Girls? Yohoo!"

"Ben!"

The next thing Ben knew, he was knocked to the ground with all three girls hugging him.

"It's you!" Apacci cried happily. "It's really you!"

"We remember!" Mila Rose laughed. "We remember everything, Ben!"

"Oh, we missed you!" Sung-Sun chirped as she nuzzled him.

"Missed me?" Ben grinned. "How could you miss me?"

"Aizen screwed up our memories." Apacci saddened. "Aw, Ben. Sorry I was such a jerk to you."

"We all are, Ben." Mila Rose added while Sung-Sun nodded.

Ben smiled as he got them in a big group hug. "All's forgiven." The girls blushed a little as they remembered the cuddling they did with Ben back in the past. Once he released them, Ben looked over at the crystal. "Looks like we need to give the crystal a recharge." Ben activated the Ultimatrix, switched the dial to Chromastone and slammed it down. In a flash of green light, he was Chromastone. Gwen and Kevin watched curiously as Chromastone pulled the crystal from the holder.

"Alright, girls. You girls remember how we charged this?"

The girls nodded spotted Nelliel standing by herself. It just hit him that Nelliel was probably feeling left out. Then he found a way to involve her in this.

"Hey, Nelliel. Come over here."

Nelliel turned around. "Huh?"

"Come on. The girls will show you want to do."

Nelliel found herself shyly moving next to the other girls. She couldn't help it. They seemed to become so much closer to Ben now. She stood next to the rest of them.

"Nelliel, charge up your Cero and fire at Chromastone."

Nelliel blinked. "What?"

"Don't worry. It's perfectly safe."

Harribel, Apacci, Mila Rose, and Sung-Sun started charging up their Cero. Still uncertain, Nelliel did as they did regardless. Her violent Cero joined in with the others.

"Uh, Ben?" Gwen asked. "Are you sure this is a good idea?"

Chromastone smiled. "Don't worry. It is. Okay, girls! Fire!"

The five girls fired their Cero at Chromastone. Like before, Chromastone absorbed the Cero and channeled them into the horn. "Awesome, girls! Now watch this!"

Chromastone jabbed the horn back into the holder, flooding the area with yellow, violet, pink, orange, and red blasts of color. Nelliel, Kevin, Gwen, Lilynette, Yoruichi, and Starrk all starred at the beautiful sight before them.

"Wow," Gwen breathed. "Beautiful."

Kevin then noticed the fruits and vegetables. "Hey, Tennyson. These things edible?" Then without thinking, he chomped into one. His eyes widened at the delicious taste. "Whoa!"

"Ben, this place is incredible." Lilynette said as she looked around.

"And here I thought you never payed attention in class," Gwen said playfully. "If only your teachers could see this."

Ben cringed. "No thanks. Then they'd give me even more homework and more tests! I have enough already."

Kevin snorted. "Right. More like scarfing chilli fries and splattering them all over your work."

Ben frowned at Kevin.

"Ben," Yoruichi said. "I have got to hand it to you. You really did good here."

"Yeah. I think Hollows could probably eat this stuff instead of people's souls. Should give them plenty of things to eat until I can work on my Arrancar plan."

Yoruichi looked at her feet. "I'll...tell you about that later, Ben. Right now" Her grin came back. "I think a certain lady might want some company."

"Huh?" Ben noticed that Harribel was no longer among them. "Where did..." Then he spotted Yoruichi pointing to the entrance. Apparently Harribel had left. Winking playfull at Ben, Yoruichi said. "Go get her, Ben."

Feeling his cheeks warm, Ben looked at the others. They were all too busy exploring the garden. Taking a deep breath, Ben left the garden and entered the main part of the cave. Looking around, he didn't spot her. Which meant she had left the cave. Walking up the stairs, Ben found Harribel standing near the entrance.

"Tier?" He called.

Harribel turned her head towards Ben. "Hello, Ben."

Ben smiled. "Well, this was sure crazy, huh?"

Harribel chuckled. "Quite strange how time works, isn't it?"

"Yeah." But now Ben couldn't think of anything else to say. Kicking the sand a bit. "Well..."

"Now I can fulfill my promise."

"Huh? Oh, yeah. The promise."

Harribel looked at Ben. "I am happy that I can finally fulfill my oath to you. To be by your side for as long as I can."

Ben scratched his head. "And...that might be a long time."

Harribel raised a brow at this. "What do you mean?"

"I've been doing some thinking lately. You know how I can regenerate now right?"

"Yes?"

"Well, I noticed that in a lot of comics where the guy has regenerating abilities, his powers do something to his body and when he reaches a certain age...he stops aging."

Harribel's breath hitched. "Ben..."

"I don't know if I'll become immortal or something but i think that I'll at least live for a long age. Probably a few hundred years even. Maybe even longer."

Harribel stared.

"I...I don't know if you or the others would want to be with me that l..."

But Ben was unable to complete as the next thing he felt was Harribel grabbing him by his jacket and crushing her lips onto his. Now Ben had felt fireworks plenty of times before but as soon as their lips connected, that kiss lit up his world like it was the freaking Fourth of July! He had never been kissed on the lips before. Especially not by an older woman who Ben would not deny was seriously hot! Ben found himself not minding getting more of those kisses. But then just as the sensation started, it stopped. Ben felt Harribel's lips leave his and it left him both tingly and confused. He saw Harribel reel back with a guilt driven look on her face.

"Tier? What's wrong?"

"Ben," She closed her eyes. "I'm so sorry. I promised that I would never force this on you and here I am..."

"Tier, it's okay. You didn't do anything wrong." Ben played with his fingers. "I, uh, well, I uh...I kinda liked it."

Ben had Harribel's undivided attention now.

"Could we, um...do it again?"

Harribel blinked a few times to make sure she heard right. Once she was certain, her whole being swelled with joy. She slowly walked back over to Ben before placing her arms around his neck. "As many times as you want."

And so the two kissed again. It was still a dynamite kiss but Ben was better prepared now. Shyly, he wrapped his arms around Harribel's waist, causing the two of them to become closer together. Ben felt his face heating because he could feel Harribel's breasts pressing up against him but he did nothing to ruin their moment. Harribel on the other hand was filled with happiness. She didn't know if Ben actually returned her feelings but this clearly meant he was willing to give things a chance. And at the moment, that was good enough for her. Soon, the need for them to breathe came and they parted.

"Wow." Ben said as he was certain that he was seeing stars.

Harribel giggled. "What's wrong? Never been kissed like that before."

Ben chuckled sheepishly. "Actually. I haven't."

Harribel was surprised. "You and...your previous girlfriend...?"

Ben lowered his head sadly. "No. We...we..."

"You two never really did anything intimate did you?"

Ben shook his head. Harribel pulled Ben to her.

"Ben. I'm here and we can be as intimate as you like."

Ben's jaw dropped. "huh..."

"There's no need to rush though, Ben. If you're certain about your regeneration theory, we'll be together for a long time. We can take things slow if that makes you comfortable."

Ben gave a slight smile. During his adventure in the past, he had gotten to know Harribel even more. He had become far more comfortable around her. He knew that plenty of guys out there would do anything to get with a woman like Harribel. Aside from being absolutely gorgeous she was strong, independent, but also very caring and protective of those close to her. Perhaps that whole experience finally opened his eyes to what a wonderful woman she really was. And how lucky he was to have her in his life.

"Tier...there's something I'd like to ask you."

"Yes, Ben?"

"Would you...like to go out some time?"

Harribel was half tempted to pinch herself to see if she was dreaming. She and Ben finally kissed and now he was asking her on a date. It was almost too good to be true.

"I know this special place we could go. If you're...interested that is."

"Ben. You should know by now that I'd love to go out with you."

Ben smiled. "Awesome. So, uh...would this Saturday be cool?"

"I might be a little busy grading some school work...but I think I can manage."

Ben's smile was even bigger. "Sweet!"

"Oh and Ben."

"Yeah?"

"Call me Tia. I always did prefer that name over Tier."

Ben smiled again. "Sure thing...Tia."

But unknown to the two, they had a spectacter. Nelliel had followed Ben shortly after. She had seen everything and was now biting her lower lip. Ben and Harribel had just kissed...and soon they would be going on a date. The original Third Espada wondered if her chances with Ben had just gone from slim to none.

**End of Chapter**

**Well, everyone. The mini-arc is finally done. I know it's pretty lengthy but I did say I was going to wrap it up in this chapter. I hope you all liked it.**

**Well, Ben's got feelings for Harribel. Which girl should be next? Nelliel or one of Harribel's Fraccion.**

**Also, I'll soon be incorporating elements of Omniverse into the story, like some of Ben's newer aliens. I'm also thinking that Ben will eventually lose the Ultimatrix and gains the new Omnitrix. Till next time, everyone.**

**Once again I'd like to thank Sallem Cortez as it was thanks to him these awesome ideas came to be. Thanks, man!**

**Till next time everyone.**


	8. The Date

_Disclaimer: Ben 10 and Bleach do not belong to me._

_Well, everyone. Here's the next chapter and the date between Ben and Harribel. I would like to thank Pyromania101, Sallem Cortez 004, Vandenbz, and everyone else who contributed to the making of this chapter. Sadly, there's no battles or fights in this one. The reason is because I decided to use this chapter to go ahead and cover most of the relationship issues instead of taking separate chapters to finish it. I'll discuss more at the end of the chapter. For now, enjoy the show: _

**The Date**

"Class dismissed. Enjoy your weekend."

No sooner had the words left Harribel's lips did her last class for the day clamor to get out of their seats and towards the door. Harribel let out a small smile at their eagerness. But she couldn't blame them. It was Friday after all. The day before the weekend. It was also the day before something very special in Harribel's case.

The rest of the week had gone by in a flash to the former Espada ever since the whole time-travel thing. She had never been so happy in her life. She and Ben were going to have their first official date. She remembered when she and Ben returned back to the others at the cave. Ben had the biggest smile on his face as he announced their date to the others. The fact that he had said it so proudly along with that big smile made Harribel warm just thinking about it. Apacci, Mila Rose, and Sung-Sun had naturally given them the biggest congratulations. She was touched that the girls would support her so much despite loving Ben as much as she did. Kevin had started another round of his typical teasing to poor Ben, much to her beloved's annoyance. Yoruichi was just as bad, but aside from a slight blush, Ben had chosen to ignore her remarks. Harribel figured that his experiences in the past had loosened him up a bit. He hadn't bragged about their kiss to the others but she had a feeling that he wanted it to be something special just between them. Starrk and Lilynette had also congratulated them. The only two who hadn't said anything was Gwen and Nelliel.

Harribel went over to her desk. She had to stay behind and get everything set for Monday. She was used to it but it still annoyed her since she couldn't be with Ben, where she really wanted to be. But, all things considered, teaching wasn't such a bad job. When she first started, she felt like a fish out of water. How ironic. But she soon got the hang of things in no time. In fact, she had already managed to earn the respect of both students and teachers alike. She was no-nonsense without being overly strict, very intelligent and level-headed. Many times in the teachers' lounge her colleagues asked her how she could stand the more unruly students. To Harribel, they were nothing compared to her life back in Hueco Mundo. Many of the students and teachers saw her as a role model and Harribel was moved by the fact.

Course, not everything was happy smiles and rainbows. There were the trouble-makers and class clowns who enjoyed disrupting class whenever possible. The other teachers were more than happy to point out which ones to keep an eye on. Those students probably thought she was some kind of pushover who'd run at the first sign of being over her head. Harribel was more than satisfied to put such rabble-rousers in their place. She made sure their punishments were tough but fair. However some would still complain to their parents simply because they didn't like being punished. If they didn't like it, they shouldn't bother acting up. And if they didn't want to learn they shouldn't bother attending school anyway. If they weren't willing to learn things that would get them ahead in life, let them learn the hard way. Some parents were unaware of what their children were doing and were convinced that Harribel was some kind of wicked witch. Harribel made sure they knew the truth about their students which usually followed with strings of apologizes and assurance that they would punish their kids for the deception. Other parents actually sided with their children and tried to put Harribel in what they thought should be her place. Harribel stood her ground and put the parents in_ their_ place not unlike what she did to Harangue. This too earned her respect from the other teachers.

Aside from that, Harribel also knew that she was turning heads for a completely different reason. She was well aware that she was beautiful and had become the latest object of lust for those who tended to think with something else instead of their brains. Students (boys and surprisingly some girls) and teachers had developed a crush on the new Spanish teacher. There was also those single dads who offered to take her to dinner as an apology for their misbehaving children. Harribel found it rather annoying. She already had her king and he was more than enough.

She was so caught up in her thoughts that she gave a slight jump when she heard a knock on her door. "Come in!" She called, not really in the mood to leave her desk due to her paperwork. The door opened and much to Harribel's surprise, it was none other than Gwen Tennyson, dressed up in her school's uniform.

"Gwen?"

"Hi, Harribel," Gwen greeted. "I'm sorry for dropping in like this. I wanted to see you after our classes were over. Are you busy?"

"I was just just getting the classroom in order for Monday but you can come in. I wouldn't mind some company."

Gwen gave a little smile as she walked into the classroom and closed the door behind her.

"So, how's things?"

"Not bad, all things considered. Though I have trouble getting some of my students to actually pay attention."

Gwen grinned. "I guess their eyes on something else other than their books."

"Unfortunately." Harribel sighed. "Anyone like that in your school?"

"A few," Gwen admitted. "How's Ben taking it?"

Harribel smiled. "I've seen him look ready to punch a few people who have given me...certain glances."

Gwen nodded. "He can be pretty thick-headed most of the time but his heart's in the right place."

Harribel was surprised. Gwen had never been fond of she and the other girls all loving Ben and had kept things mainly neutral around them. For Gwen to be so outgoing with her was unexpected.

"Harribel...I need to talk to you about Ben."

Harribel looked at the red-head. "What? Is something wrong?"

Gwen shook her head. "Nah. Nothing's wrong. It's, well..." She walked over to the door and peaked her head out. Once she was certain nobody was gonna eavesdrop on them, she walked back to Harribel's desk. "How much do you know about Julie?"

That name caught Harribel off guard. Julie. Ben's ex-girlfriend. To be perfectly honest, all she knew was that the two of them had a relationship that apparently didn't quite end well.

"Not much, I'm afraid. All I know for certain was that their relationship ended terribly."

Gwen sighed now as she looked at her feet. "Yeah. I...I know that this isn't my place to say but since you girls really care about Ben, you deserve to know."

If Harribel hadn't been giving Gwen her full attention, she was now.

"Julie...she was helping us bust some of our enemies and she got hurt. Really bad. Bad enough to get sent to the hospital. Ben was devastated. Whenever he wasn't at school or chasing bad guys, he'd be right at her side. He'd even lose sleep, hoping that she would get better and fearing she wouldn't."

Harribel was amazed. When she thought terribly, she had no idea it had been _that _bad.

"Julie's parents," Gwen went on."...they hated Ben since then. They yelled at him, called him names. Said Harangue was right about him all along. Ben...he just took it all. As if a part of him actually agreed with what they were saying."

Harribel was furious now. Yes, it was sad that their daughter had gotten hurt but how dare they blame Ben when he was already blaming himself.

"Soon as Julie recovered, they moved away. Don't know where but probably as far away from Bellwood as they could. Julie didn't want to go, though. Unlike her parents, she never blamed Ben for what happened. She tried to explain to them that she knew perfectly well what she was getting into when she went with us, but her parents didn't care. I know they were just looking out for their daughter but I can still remember the look on Ben's face as they drove off."

Harribel could imagine. Ben must have been in so much pain that day and just thinking about it made her hurt inside.

"Course once word got out that Ben was single, girls started flocking to him like moths. We encouraged Ben to give them a chance, hoping that one of them could help him move on. Unfortunately it turned out most of them were only interested in dating Ben to boost their social status. There were some nice girls that wanted to date him for who he was but they couldn't stand his hero life and left. Poor Ben started thinking he wasn't good enough or didn't deserve someone special in his life. Kevin and I tried to cheer him up but nothing worked. Ben slowly started getting better but he never felt the same way around women...until you girls came along."

Gwen walked over to the desk and looked Harribel right in the eye. There was no anger, no condeming. In fact, it looked like her eyes were pleading.

"You girls love Ben for who he is and it's obvious that you can all handle the trouble that follows him around. When Ben told us that you two were going on a date, I saw a light in his eyes that hadn't been there since Julie left. You make him happy. So I'm gonna ask this of you the same I'll ask of the others." Then in a soft whisper she said. "Please take good care of my cousin."

Harribel's jaw actually hung open before she got up from the desk, walked over to Gwen, and gently embraced her.

"Gwen. Thank you so much for sharing that with me. I know it was must have been hard. I promise you that I will never let anything or anyone hurt him ever again. I may not speak for the others but I am quite certain they will agree with me."

Gwen smiled as she gave Harribel a hug back before letting go. "Thanks, Harribel. I'm really sorry for the way I treated you back then. I see now that you, and the other girls, are good people. And I'm glad that you care about my cousin so much. I hope you and Ben enjoy your date tomorrow."

Harribel smiled now. "Thank you."

As Gwen left the room and Harribel went back to her desk, the former Espada thought to herself. _If you are hurting, my king, then I will do everything I can to make the pain go away._

* * *

><p>Harribel wasn't the only one thinking about the upcoming date. Nelliel was also thinking about it, as well as their kiss, while working at her new job: the local bookstore. For Nelliel, whose favorite pastime back in Hueco Mundo was reading, it was perfect. So many wonderful new books to read and learn about. She got along great with her coworkers and her boss had come to appreciate her since her beauty had attracted costumers. Though it was annoying when some preferred to simply hit on Nelliel rather than buy something. For Nelliel, it was annoying because she was technically...taken.<p>

"Something wrong, Nelliel?"

Nelliel, who had been daydreaming while putting up a new shipment of books, was startled out of her thoughts. She turned her head towards the one who disturbed her. Standing nearby was a girl with short, reddish hair. Her arms were crossed but her eyes held nothing but concern. She was Anne, a senior coworker and really nice. Kind of like the big sister of the store, she and Nelliel had become friends instantly upon meeting.

"Sorry about that, Anne," Nelliel said as she started picking up the pace. "I guess my mind wondered."

"I noticed," Anne said with a small smile. "Let me guess: boy trouble?" When Nelliel stared at her, she shrugged. "I've seen that look before." She looked around the store to see if there were any eavesdropping costumers. It was a slow day and the store was practically empty except for the employees. "Want to talk about it?"

Nelliel sighed as she resumed her work. "There's this guy I'm in love with. Only problem is that...I have some competition."

Anne whistled. "Trying to find a way to get his attention, huh?"

"Something like that." Nelliel knew it was far too complicated to try and explain the real story.

"Well, I wouldn't worry. You're a really nice girl, Nelliel. Really smart. Not to mention you're a total knock-out. If he can't see that you're the perfect girl, he ain't worth your time. What's this guy like?"

Nelliel's face finally lit up at the question. "Brave. Caring. Willing to put his life in danger for the sake of others. But he can be a bit overconfident." She giggled. "And lets the attention go his head sometimes. Really likes to show off."

Anne sported a knowing smirk on her face. "You two close?"

"Yes. Or...we were. Now I'm not so sure."

Anne tipped her chin thoughtfully before snapping her fingers. "I think I know the problem. You mentioned competition. Have they been spending a lot of time with him lately?"

Not sure where she was going with this, Nelliel nodded.

"And what about you?"

Nelliel fidgeted. "Well..."

Anne grinned. "Tell me more about this competition."

"Well, we're all friends. Or something like that. We all care about him and he cares about us. But we want to be more than friends and...and he can be such a prude!"

Anne was taken aback but Nelliel's outburst.

"I love him but he can be so _frustrating_ at times. And then the others had to go and spend some time with him and..."

"I definitely know what the problem is now," Anne said, in an effort to calm Nelliel down. "Sounds to me like you and these other girls are crazy about this. Really crazy. And he's been hesitant to take that next step. Or maybe he felt bad about having to choose."

Nelliel frowned. She knew that was the case.

"At least he's thoughtful but a girl doesn't like having to wait. From what you're saying, these other girls decided to take initiative, spend quality time with him, and now he's starting to see them in a whole new light."

Nelliel pondered over Anne's words. "Yeah. Yeah, something like that. Wow."

Anne grinned. "I want to be a psychiatrist after college so I read up on those books here."

"Anne...what should I do?"

"Well, first off, you're serious about this guy right?"

"Absolutely."

"Then there's only one thing to do. You gotta take initiative now. Be a little assertive. Show this guy that you want him and you won't take no for an answer."

"I don't want to scare him away."

"Well, it looks like he won't make the first move so it's up to you. Come on girl, you're smart, you're sweet, and you're sexy. Most guys would pay for a chance to be with a girl like you. It's time he finally saw what a good thing he's got."

Nelliel weighed her options carefully. She didn't want to scare Ben but Anne had a point. She may be an Arrancar but she was a still a woman. She tried to be patient but she had needs and Ben was the only guy she wanted to fulfill those needs. She had agreed to share with Harribel but now she wondered if Harribel was going to follow through.

_Oh no, you don't,_ Nelliel thought firmly. _I'll share if I have to but I will __**not**__ give him up._

* * *

><p>"Seriously? Nothing? Zilch?"<p>

"Nada."

Ben and Kevin were at the latter's garage. While Ben was looking forward to his upcoming date with Harribel, he had noticed something very odd. It had been quiet lately. Way too quiet. Usually by now one of Ben's foes would be out causing trouble. Not that Ben minded but...

"Something's not right here. I mean, at least the Forever Knights should be off doing something. Are you sure?"

Ben had gone to Kevin, hoping that his pal's connections with the criminal underground would help.

Kevin shrugged. "I'm telling you, Tennyson, your baddies have gone under the radar."

Ben shook his head and started pacing back and forth. "This doesn't make any sense."

"Maybe they heard about how you trashed Overlord without using the Ultimatrix and you've got them running scared?"

"Doubt it. If actually having an alien device that lets me turn into a bunch of different aliens didn't scare them for good, this wouldn't."

"Probably figured you were nothing without it. Now that they know you don't really need it to kick their butts..."

"Wishful thinking but still not buying it. They've got to be up to something."

"What's the matter, scared they're gonna interrupt your date?"

Ben glared. Yes, when he told the group he and Harribel were going on a date, Kevin wasted no time in teasing poor Ben.

"Maybe they've decided to team up into one big Anti-Ben group?"

Ben groaned. He had already put up with stuff like that plenty of times. The Negative Ten being a prime example.

"I wouldn't worry about your enemies just yet," Kevin said. "You've got something worse coming this Saturday."

Ben snorted. "Oh yeah? What?"

"Grimmjow."

Ben's eyes widened. Then he ran over to the wall and started pounding his head on it. "Stupid! Stupid! Stupid!"

Kevin shook his head. "Can't believe you forgot he drops in every Saturday."

"I can't deal with him right now."

"Relax. Maybe we can get Ulquiorra, Starrk, heck or even Nelliel to keep him busy. I mean, they're all stronger than he is right?"

"I don't know. I mean, they might be busy..."

"Okay, Nelliel I can understand. Ulquiorra, he and I are working on what to feed Harangue but Starrk? Busy?"

"Alright, good point there. But still..."

"We'll worry about that later. So, where you taking Harribel on your date? Can't really go anywhere around here without sticking out. Need me to get her an ID mask? Or better yet, you?"

Ben scratched the back of his head. "Nah. I've got something in mind. We're going to the lake."

"Where we met your grandma?"

"Yeah. I thought maybe a nice picnic and a swim would be good."

Kevin whistled. "Not exactly the romantic walk by the beach but sure close enough. Well, who knew you had it in you, Tennyson? I'm proud of ya."

Ben rolled his eyes.

"Look, no offense. But ever since Julie left, you acted well, not you when you were around women. Granted you were having some really bad luck with girls at the time but still. I'm glad Harribel and the others were able to get your head outta your butt."

"You're never gonna let me live this down are you?"

"As long as I live, Tennyson."

Ben groaned.

"So. Since you're dating Harribel, does this mean you've picked her?"

That got Ben's attention. "Err. Uh..."

It was Kevin's turn to roll his eyes. Ben looked at the ground. "I don't know. I like her. I really really like her. But...but the others..."

"What about them?"

"I care about them too. And I..."

"You're still scared about hurting their feelings if you choose."

"Yeah."

"So don't."

Ben blinked. "Pardon?"

"Hear me out first," Kevin said. "We all know how the girls feel about you and you don't want to hurt their feelings by choosing. Kind of a no-brainer here."

"But...but..."

"And what if it turns out they're actually cool with sharing? That makes things easier. They get their guy and you get five babes. Besides, after all the stuff you've done for them, do you really think they'd ever be happy with some other guy" Ben frowned. Kevin sighed. "Look, see what_ they _want. If they want to share, then go for it. Everybody wins. If not...then good luck."

Ben groaned. "Thanks a lot, Kevin."

Kevin grinned. "It's what I do. Speaking of which, if you ever need help finding good dating spots for your girls, come see me. I know all the dating hot spots for humans and aliens alike."

Ben was surprised. "Err, thanks. You're being strangely helpful today. Did Gwen put you up to this?"

Kevin laughed. "Nah. Just feel like looking out for ya, buddy."

* * *

><p>Meanwhile, Gwen was walking with Apacci, Mila Rose, and Sung-Sun home. Apparently the three got themselves thrown into detention because some poor punk made a lewd comment about Harribel and they decided to teach him a lesson. Nothing too bad but by now all the guys in school learned to watch what they said. The three were originally going to have Ben pick them up or just go home with Harribel. It was still a mystery how no one figured out they were all staying at Ben's house yet. But since Gwen found out they were in detention, she thought it was the perfect opportunity to speak to them.<p>

"You sure love getting into trouble," Gwen said in amusement as they left the school.

"That jerk insulted Harribel-sama!" Apacci snapped. "Like we were gonna let him get away with it!"

"Just be grateful Harribel was there to stop you or else things would have gotten worse. You girls looked ready to send that guy to the emergency room."

"He should have kept his mouth shut," Mila Rose told her darkly.

Gwen sighed. "Girls. I'm glad you stood up for Harribel but you need to calm down."

"We're not going to just stand by and allow anyone to mistreat those we care about," Sung-Sun replied firmly.

Gwen sighed again as she forced herself to relax. These girls were rather stubborn and stuck to their beliefs. If their upcoming conversation didn't involve Ben, she would have called him to deal with the situation.

"I'm not saying that it's wrong for you to do that, but if you don't learn some restraint, there could be serious consequences."

The girls all glared at Gwen. She had never been very fond of them before.

"But that's not what I wanted to talk to you about. I wanted to talk about Ben."

That got the girls' attention but what did Gwen want? They already had enough lectures from her.

"I want to say thanks."

Well the girls hadn't been sure what to expect but that certainly wasn't it.

"Look, the whole "all of you hitting on my cousin" thing still needs some getting used...but I can see that you really do care about Ben. He was having some _problems_ finding a good relationship before he got sent to Hueco Mundo. He matters a lot to you and I'm grateful for that."

Then she continued the same way she did with Harribel, explaining Ben's rough love life and how she wanted the girls to take care of Ben for her. When they got Ben's house, the girls were surprisingly quiet as Gwen's words repeated themselves in their heads. Carl and Sandra weren't home and neither was Ben. So the girls just went and started doing their homework. They weren't really interested in school but Harribel wanted them to do good in their classes. So they did their school work more out of obligation than anything else. But there was something else on their minds right now anyway. Gwen's words aside, the girls found themselves frustrated. Despite their shared agreement that Harribel would be the one for Ben, after regaining their memories from the past...they were finding it hard to keep that agreement. Kevin had been right, they couldn't see themselves being happy with some other guy. They didn't mind keeping him away from Nelliel but they didn't want to take him away from Harribel. They were also unaware that they were all thinking the same thing. So they kept quiet out of fear that they would be called out by each other.

* * *

><p>That night at dinner, most of the group was feeling awkward. Ben because of what Kevin told him, Nelliel because of her new-found determination, and the girls because of their uncertain feelings. Harribel on the other hand was showing a more affectionate side that had never been seen before. She wasn't acting anywhere near as bad as Yoruichi, fortunately: just some gentle touches like brushing her hand against Ben's as well as more openly warm glances. The girls were surprised at the way their mistress was acting but also felt glad that Ben had brought out this happier side to her. Nelliel on the other hand had gripped her napkin tightly all through dinner. She would spot whenever Harribel oh so subtly touched Ben and the glances they shared. She was ready to confront Harribel about it but decided she would wait until after their date. But only because she didn't want to make Ben upset. Carl and Sandra noticed the tension during dinner but didn't say anything. They were trying to be more understanding of Ben's situation and give him his space. They only hoped that he would come to them if he needed help with anything.<p>

When dinner was over, Apacci, Mila-Rose, and Sung-Sun were staying up to see if there was anything good on TV.

"Try not to have the TV too loud!" Sandra called as she and Carl went to their room.

Nelliel was trying to keep her mind off things with some of the books she bought at the bookstore. Employee discount was a wonderful thing. Unfortunately the book she had been reading was a romantic book and she was having a hard time not picturing herself and Ben as the characters. She really wanted to confront Harribel about whether they were still going to share. But she didn't want to ruin their date and possibly make Ben mad at her. Harribel on the other hand was wondering what Ben had in mind for their date. She didn't know but she was sure it was going to be wonderful.

In his room, Ben was just lying on his bed. He'd be lying if he said he wasn't nervous. He was more nervous than his first date with Julie. No offense to Julie but Harribel was on a whole other level. Despite how strong her feelings were for him, he still didn't want to mess up. She deserved to be happy. He also couldn't get Kevin's words out of his head. Not choose? Ben had to admit that would make things easier. And he cared about the girls a lot...

_I don't know about this._

"Ben?"

Harribel's voice brought him out of his thoughts. Turning his head to the door he froze when he noticed that Harribel was already in her night clothes. A rather sexy slip that hugged her body perfectly; showing off her curves and ample bust while stopping mid-thigh, allowing him an excellent view of her shapely legs. He really hoped that he wasn't drooling right now.

"Y-yeah?" he said, trying to look casual about the whole thing. But Harribel wasn't fooled. She saw Ben's reaction and felt quite pleased with the result.

"I was wondering what you had in mind for our date tomorrow."

Ben's nervousness shot back up again. Managing to somehow pry his eyes from the heavenly view before him, he hoped she wouldn't be disappointed.

"I...I wanted to take you out to this lake nearby. A nice picnic, some swimming." He panicked when he realized that didn't sound very romantic. "Er, if you don't want to do that I could..."

Harribel smiled. "I'd like that." She thought it was sweet that Ben wanted to do something so personal and casual with her. "I'll be sure to bring my bikini." Her smile grew as Ben's face reddened. Apparently he forgot that little detail. Feeling mischievous she walked over to Ben and gave him a slight peck. "I'm really looking forward to this." With that, she turned around to leave, throwing an extra sway in her hips that she could feel Ben's eyes on. As she left, Ben lowered himself into bed trying to cool his racing blood, wondering what he could have done to deserve such a goddess. After managing to calm himself down, he set his alarm and decided to get ready for bed. Since they were having the date at night, he wanted to make sure he was full of energy tomorrow.

* * *

><p>Saturday morning came. Sandra had gone down to the kitchen to get some breakfast and spotted her son. He was looking into the refrigerator and seemed quite frantic judging from the sound of his voice.<p>

"Ben?" Her voice startled Ben, causing him to jump and bonk his head inside the fridge. Sandra had to stifle her laughter as Ben turned to face her, rubbing his now sore cranium. "Sorry about that, sweetie. But what are you doing?"

Ben huffed as he looked back at the fridge. "I was trying to find some food to bring for my date with Tia but..."

"Date with Tia?" Sandra repeated. She crossed her arms. "And when were you going to tell _us _about this?"

Ben cringed when he realized that he had been caught. "Well..."

"Afraid of how we'd react?"

Ben, unable to say anything, simply nodded.

"It took me a while but I've gotten used to it. I don't mind that you're going on a date with Tia but I do hope you've thought this through."

"I know. I'm taking Tia out to the lake nearby. We're going at night so we don't need to worry about anyone seeing us."

Sandra nodded. "Sounds good to me. Just be careful okay?"

Ben nodded, smiling at his mom was cool with it. "I will. Thanks, mom."

"Now, let's see if I can help you find some nice foods Tia would like to eat."

"Mom!"

* * *

><p>Apacci was in the living room, playing video games. Ben had really gotten her hooked on the stuff. She particularly enjoyed fighting games (no surprise there). Gwen had surprisingly recommended it, thinking that video games would make a good outlet for Apacci's anger and aggression. But while Apacci was a great gamer, she wasn't a good loser and was prone to violent fits whenever she lost. Ben and the others had to restrain her before she wound up breaking something in real life. They were all just grateful that Apacci couldn't use her Hollow powers.<p>

Mila Rose was preparing to go to the gym. Since her gigai made her human, she figured she might as well keep in shape. She was in the bathroom donning a black sports bra and tight spandex shorts. Once she was done, she looked at herself in the mirror. Staring back at her was a perfect Amazonian build. Not too slender and not too bulky. An excellent display of masculinity without losing her femininity. Like Harribel, she was well aware of her looks. She knew that she was sexy and more than certain she could definitely get Ben's attention. She decided to hurry up and head out before Ben spotted her. This day was Harribel-sama's and Mila Rose didn't want to be responsible for any sort of disruption. Maybe some other time.

Sung-Sun was looking through articles that Carl had been kind enough to give her. She wanted to find a job as quickly as possible. Aside from the fact that she and the other girls needed to earn their keep, she wanted to earn money to get Ben a present. After all the things he had done for them, he deserved something special in return. Unfortunately a woman whose expertise was solely in fighting left very few job options.

Harribel herself was getting everything in order. Towels, bikini, would she need sunscreen? She didn't know what time Ben wanted to go so she thought she might pack it anyway. Besides, she had seen on TV shows how women often had a man rub sunscreen on their backs. Smirking a little at the thought, she decided to pack it just in case.

Nelliel was back at the bookstore, as she was scheduled to work today. She didn't mind but she was rather frustrated knowing that Ben and Harribel would be doing who knows what while she was stuck working.

Ben found himself shooed out of the kitchen by his mother. Apparently she didn't trust him to pick some good foods for him and Harribel to have on their date. Shoving his hands into his pockets, Ben tried to figure out what he was going to do in the meantime. He'd like to take Harribel to the lake right now but it would be too risky with all those stupid paparazzi. When he entered his room, he spotted something lying on the windowsill. Curious, he walked over and noticed that it was an ID mask with a note nearby.

"An ID mask?" Did Kevin leave this here? He looked at this window. It was locked tight and there was no signs of a breaking in. Besides, if Kevin wanted him to have the ID mask, why not just hand it to him at the door? Or better yet, how about yesterday? Course, Ben had said at the time that he didn't want one.

"And yet," Ben said aloud. An ID mask would be easier. But what would he look like once he put it on? In true Ben Tennyson fashion, Ben donned the ID mask. Looking over in the mirror, Ben's eyes widened at the sight before him. Then remembering that there was a note next to the ID mask, Ben went over and started reading it. He read it once, twice, and a third time to make sure that he wasn't seeing things. Looking back and forth between the note and the image in the mirror, Ben could feel a grin beginning to form.

* * *

><p>"So, Harribel-sama," Sung-Sun said to her mistress sitting next to her. "Are you excited about your date?"<p>

Harribel gave her subordinate a small smile but felt a slight hint of guilt. Her girls felt the same she did about Ben. They deserved to be happy just as much as she did. Nelliel had told her during the summer about sharing. While Nelliel may had been referring to just the two of them, Harribel wondered if adding the other girls would make things a bit easier. Plus, Ben wouldn't have to choose and all the girls would be happy. But would Ben be okay with that decision?

"Hey, girls."

Apacci, Harribel, and Sung-Sun all turned their heads at the deep voice that had addressed them. They were shocked to see a tall, muscular man standing at the top of the stairs with his fists on his hips. One thing was for certain...he had not been there before. If Harribel was outside her gigai, she would already be beside this intruder, her blade at his throat. She cursed herself for being currently invalid.

"Who are you?!" Apacci demanded. "And how the hell did you get in here?!"

The man laughed, which only infuriated Apacci. "You don't recognize me?" He started walking down the stairs, allowing the girls to get a better look at his face. He had brownish hair and a beard but his eyes, his eyes were green and they looked just like...

"B-Ben?!" Sung-Sun gasped. Harribel and Apacci were equally speechless at the sight before them.

"Bingo!" The man laughed. Suddenly the man grabbed his face and seemed to pull it off. But then stood the teenage Ben holding what seemed to be some kind of mask in his hand. "Surprised?"

"How'd you do that?!" Apacci asked.

"A little gift from Paradox," Ben explained as he put the mask on, being replaced with his bigger, buffer self. "It's called an ID mask. It can be used to change people's appearance. Somehow Paradox got it to make me look like my future self."

"Whoa, what a minute," Apacci interrupted. "You mean...that's how you're gonna look like in the future?"

"Yep," Ben grinned. "So...what do you think?"

Harribel studied the future Ben a little closer. He was certainly more muscular with than his sixteen year old self, with such broad shoulders. She found herself liking Ben's new beard. It rather suited him. All in all, Harribel thought that he was very handsome.

So did Apacci and Sung-Sun as they studied the new Ben up and down, sporting blushes on their faces.

"With this, we don't have to worry about those news people!" Ben grinned and Harribel found herself liking his smile. "We can go to the beach as soon as you want to."

"Will now be a good time?" Harribel asked.

"I think so." Everyone turned to see Sandra sticking her head out the kitchen, looking at her now older son. "I overheard everything." She approached Ben. "So this is really how you'll look in the future?"

Ben nodded. As Sandra analyzed her son, she smiled. "My boy's gonna grow up to be quite a handsome man." She narrowed her eyes at his beard. "Though you could do with a shave."

"Aw come on, Mom. I like the beard. Makes me look more dashing."

Sandra sighed. "I suppose so." She looked over her son's new physique. "Looks like you've been working out too."

Ben grinned as he started flexing his muscles. "Hey, you gotta be in great shape when you're saving the world all the time."

Sandra laughed. "I suppose this could work. If anyone asks, we'll just say that you're your Uncle Benjamin."

"I didn't know Ben had another uncle." Sung-Sun said.

"He does now," Sandra replied playfully. "We'll just say that he's the one Ben got his looks from."

"Pretending to be your own uncle?" Apacci snickered. "I like it."

"Well, Ben," Sandra addressed her son again. "I picked out plenty of good food for you and Harribel to enjoy."

"Once we get our stuff together we can go ahead and leave," Harribel suggested. "If that's alright with you, Ben."

Ben gave that stunning grin of his. "Sure thing, Tia. We'll leave here in about ten to fifteen minutes. I'll go and get my stuff packed."

Ben turned around and started heading up the stairs, still keeping the ID mask on. The girls all stared as Ben retreated into his room. Once he was gone...

"Whoa!" Apacci breathed. "So _that's _what he's gonna look like when he's older?"

Both she and Sung-Sun had been caught off guard by this development. Though they loved Ben dearly they had no idea that he was going to grow up to be such a stud. Both of them were suddenly very eager for the future to hurry up. They wondered how Mila Rose and Nelliel would have reacted if they had been here.

Like her Fraccion, Harribel couldn't help but admire her king's appearance. That beard of his certainly suited a king. And Ben theorized that he would stop aging once his body reached a certain age. Personally she wouldn't mind if that was when he stopped aging. But something nagged at her mind. How in the world did Ben know what he would look like in the future? She figured she would ask him these things on the way to the lake. Speaking of which, she decided to go and get the rest of her stuff together too.

But unknown to everyone in the household, they had a little spy. A certain black cat who had been watching everyone from the house window. It wasn't easy hearing due to the windows being down, but this one's special hearing made up for it.

"My, my, Ben," the cat said to itself after seeing what had transpired. "I _definitely_ think you'll be more fun to play with than Ichigo."

* * *

><p>Soon, Ben and Harribel were all set<em>.<em> Ben carried the towels, the picnic basket, and a bag full of things like sunscreen and such. Harribel offered to carry some but Ben insisted. His mother was quite proud of him for being such a gentleman. The two headed towards Ben's car. Like a gentleman, Ben opened the passenger side door for her. Smiling sweetly at him, Harribel sat herself inside. Ben quickly got into the driver's side, started up the car, pulled out the driveway, and they were off. Unlike before, Ben seemed to be boosting an air of confidence. He had even donned a pair of sunglasses and that grin of his had never left his face. It felt so weird, but not unpleasantly so. Finally Harribel spoke up.

"Ben?"

"Yeah?"

"How exactly do you know that this is what you'll look like in the future? And did Paradox really give you that mask?"

"Well, in that order: I know this is what my future self will look like because...I met him."

Harribel blinked. "You..._met _your future self?!"

"Started going by Ben 10,000 then. On the count of being able to use 10,000 of my aliens at the time."

"Y-you could use 10,000 of your aliens?!"

"Yeah. But he never mentioned Hollows, Shinigami, or...or..."

"Or us," Harribel realized. She looked at her hands resting in her lap.

"Hey, nothing's set in stone," Ben said firmly. "I'm not losing any of you."

Harribel felt warm. The determination in which he said that combined with his new older voice gave her pleasant shivers.

"And Paradox left a note for me next to the mask. Well...he said I could consider it an apology for some of the things he's put me through."

Harribel rolled her eyes. "He's been meddling quite a bit in your business lately."

"Hey, I'm sure he's got a reason. The guy knows everything so what he's doing has got to be important. Besides, considering that I got to meet you girls, I'm not really complaining."

Did Ben have any idea how he was making her feel by talking like that? It was as if he finally stopped feeling scared and just went with the flow of things. How long she had waited for him to do this.

"Paradox got this ID mask from somewhere in the future, which explains how advanced it is. Usually ID masks can only change your appearance but this one can makes me sound like my older self too."

"Quite fascinating." Harribel admitted. "And exactly how many years in the future will this be?"

"I think around 15 or so."

Harribel smiled. "Good things are worth waiting for."

Despite Ben's new-found confidence, he was still caught off guard by that statement. Though it was comforting to know that she liked how he'd look in the future.

"I am glad that you had time to do this. Ulquiorra had called me earlier. Apparently he will be dealing with Grimmjow when he shows up."

"Really?" Ben asked. "What about..."

"Ulquiorra's going to make sure that they take their battle back in Hueco Mundo. He knows that you would not want anything bad to happen here."

Ben let out a sigh of relief. "Remind me to thank Ulquiorra when we get back."

The two then engaged in regular conversation until they finally reached the lake. Much to their pleasant surprise, there was no one else there. They got out and Ben started setting everything up.

"There it is, Tia." Ben pointed to the body of water ahead of them. "It ain't exactly a beach but..."

"I don't mind, Ben," Harribel reassured him. "I like it. This whole place all to ourselves. Is that why you chose it?"

"Well...sort of. I want to show you something." Ben guided Harribel to a tree where the words Max and Verdona were carved. "This place was special to my grandparents, so I thought you'd like it too," he explained with a smile.

Harribel smiled softly back and placed a gentle kiss on his lips. "Thank you, Ben. I really like it. Shall we go for a swim or would you like to eat first?"

"We might as well eat first. Wouldn't want the food getting cold. Course, we'll have to wait an hour before swimming."

"Which means it will just the two of us for even longer? I like the sound of that."

Ben gave her that dazzling grin again. "Well in that case, _bon appetit_!"

He went to work spreading out the towels like a blanket, then pulling out some plates from the basket itself.

"Now let's see what my mom packed us," Ben said as he took a look inside. What he saw caused him to roll his eyes.

"What's wrong?" Tia asked.

"Sandwiches. My mom packed sandwiches. I know this isn't exactly a five-star restaurant but I was hoping for something a little more...romantic."

Tia laughed, a sound that Ben had come to adore, given the rough life she had before meeting him. "Ben, I'm perfectly fine with sandwiches."

Ben sighed, still looking apologetic. Tia gave him a little peck on the cheek to make him feel better. He playfully raised an eyebrow at her. "You really like doing that, don't you?"

"I think you already know the answer to that, Ben."

Ben smiled. "Yeah, I think I do."

And so the two began enjoying the sandwiches that Sandra made. Turkey and ham. Being a firm believer in healthy eating, Sandra had also packed some fresh fruits for the two to eat. Tia was currently munching on an apple while Ben was drinking from a soda he had pulled from the cooler. He noticed Tia had a far-off look while absentmindedly eating her apple. "Something wrong?"

Tia shook her head. "No. Not really. It's just so strange."

"What is?"

"The fact that I'm here, doing this. There's nothing wrong with this, I like this. But before...when I couldn't remember you...I never would have imagined that I would ever experience a life like this. I always thought my life would be about survival of the fittest. Even as one of the Espada, I always had to keep my guard up. Apacci, Mila Rose, and Sung-Sun were the only ones I could completely trust. Except at the time when I fully believed in..._him._ Even back then, I think a part of me really wondered if actually following _him _would ever make my life and the girls' lives easier."

Tia, Apacci, Mila Rose, and Sung-Sun had made it quite clear that they did not want to hear Aizen's name ever again. Considering how he had brainwashed them into being his followers, no one could blame them.

"And now that I'm actually experiencing this, a life like this. It's almost too good to be true."

Ben, feeling bold, scooted closer to Tia and wrapped his arms around her. "This _is _real, Tia. Don't worry, I'll make sure you never have to live like that again."

Tia buried her face into Ben's shoulder, enjoying the feel of his arms around her, his body next to hers.

"Well, now. If I hadn't seen it with my own eyes, I never would have believed it."

Ben and Tia were both startled by this new voice and turned to see a most unusual sight. Floating in front of them was some sort of being that Tia had never seen before. It had the appearance of a vague humanoid female, it's body a darkish purple color while what seemed to be hair made of pinkish light wavered through the air. It was looking at the two with a smirk on it's face. Tia was about to demand who this mysterious being was before it looked over at Ben. "Hello, Ben" it said warmly.

Confused, Tia looked at Ben and saw that his eyes were wide and his mouth hanging open. After a moment he managed to let out one word. "Grandma?"

Shocked, Tia looked back and forth between the being and Ben. This was his grandmother?!

"It's so good to see you after so long." She started floating around him, taking in his new appearance. "An ID Mask, eh? Not bad. Not bad at all. But is it really necessary?"

"It kinda was," Ben said. "Oh, by the way, Grandma, this is Tia Harribel. Tia, this is my Grandma."

"Verdona," the being said, even offering her hand to Tia. "Never thought my grandson would win over a Hollow."

These words shocked both Ben and Tia. "Grandma?! You know about Hollows?!"

"Hollows, Shinigami, Soul Society, I know all about them," Verdona said. "We Anodites are free-spirited wanderers of the universe. That includes even places like Soul Society."

"But...how?!"

"Reishi, spirit particles, are the opposite of Mana, life energy. Shinigami and Hollows are our opposites in a way." She looked at Tia some more. "Your energy practically screams Hollow but you certainly don't look like any I've seen before."

"I'm an Arrancar," Tia explained. "The next evolution to Hollows."

"Really now? Never met one of those before." She looked at Tia's chest and smirked again. "Your evolution was certainly kind to you." She laughed at Tia's annoyed look. "I'm just teasing."

"But...wow," Ben scratched his head. "I had no idea that you knew about Shinigami and stuff."

"Oh they're all over the universe, Ben. Guiding deceased beings onto the next life."

Verdona mentioned this so casually like it was an everyday thing but it was a complete shocker to Ben and Tia. Alien Shinigami? Were there alien Soul Societies or did everyone go to the same place?

"I'm glad to see you Grandma, but what are you doing here?"

"Max called me," Verdona said.

Ben remembered that he had told his grandpa about his date with Tia.

"He told me all about your great adventures in this great war of yours, Ben. I'm really proud of you."

Ben smiled. He wasn't used to compliments from his grandma, who favored Gwen since she inherited the Spark of Anodites.

"And you." She floated over to Harribel. "You don't know how lucky you are. Ben's a good boy so you better appreciate him."

"I do and will," Tia said politely. "Thank you."

"Since the two of you must be serious, I'll give you some advice." Verdona giggled in a way that made Ben concerned. "Just between us, I'll let you in a little something about male Tennysons. They have very limber tongues. Max certainly did."

Ben cringed. "Grandma!"

"And they're good with their hands. _Very _good. Trust me, I _know_."

Ben covered his ears. "I can't hear you! I can't hear you!"

Tia was staring at the energy being as she felt her cheeks redden, her mind suddenly playing certain fantasies thanks to Verdona's words.

"Oh don't be such a prude, Ben," Verdona teased her grandson. "A lady likes her man to be a little bold now and then. I'm sure Tia wouldn't mind, would you?"

Tia folded her arms and tried to look neutral but the ever increasing blush spoiled it.

"I bet you're surprised," Verdona decided to change topic for the moment. "Didn't expect Ben to have an alien for a grandma?"

"Well...not really."

"I had a feeling. I am an Anodite from the planet Anodyne. We are otherwise known as Energy-beings. We control mana, the energy of life itself. Kinda like how you Hollows are capable of using spirit energy. But with proper training, we are capable of doing the most incredible things. Even shaping parts of reality itself. Sure we're nowhere near as potent as Celestialsapiens in that regard but we can sure get more "Wows" then they can. Honestly, Celestialsapiens spend all their time debating and arguing instead of having fun like us. Other beings can use mana but their abilities are severely limited. A common misconception about their control of mana is that they perform magic. Kinda like how Shinigami can use spirit energy for their Kido spells."

Ben's eyes widened when he remembered one of the Shinigami offering to teach Gwen Kido. "Would it be possible for one to learn how to use the other?"

"You mean a Shinigami using Mana and an Anodite using Kido?" Verdona tapped her chin. "Well, I've never heard of such a thing before but we Anodites don't like to believe in something like impossible. It may be difficult given the different forms of energy but with some hard work it might be accomplished."

"Gwen would be happy to hear that," Tia said. "A Shinigami offered to teach Gwen Kido."

"Really?" Verdona's interest was piqued. "Well if anyone can do it, she can. Now I don't want to ruin anything, so I guess I'll leave you two alone now. Take care, Ben."

Ben smiled. "Bye, Grandma."

"Goodbye, Tia. It was nice meeting you."

"The same here, Mrs. Tennyson."

"Oh please, don't be so formal. Call me Verdona. Oh and Ben?"

"Yeah?"

"Don't make me wait too long for great-grandchildren now!"

Ben's face had gone supernova despite wearing an ID mask. Tia's face wasn't that much different. "Grandma!"

With a laugh, Verdona disappeared in a blinding flash of purple light.

"Your grandmother is quite theatrical," Tia commented once her blush died down.

"Yeah, I think most Anodites are like that."

Tia smiled. "Well, we have an hour before we're able to swim. Why not tell me about some of your adventures?"

Ben chuckled. "Oh man, the things I could tell you..."

In that moment, Tia was given an hour's worth of stories about Ben's multiple adventures. She had no idea how a one could experience so many amazing things...and most of them were when he was ten years old. Obviously her king was born to be a hero.

"Were you seriously about to beat Kevin just because he didn't tell you about the Triffin?" Tia asked, amused of Ben's current tale of how he had been stuck as Rath.

"Nah, just scare him up some. But if he had actually bothered to tell us, I probably wouldn't have made such an idiot of myself as Rath."

"Perhaps...though from what I've gathered, you usually act the fool anyway."

"Hey!" But both of them simply laughed.

"Well," Tia said once the laughter got out of their systems. "I think it's time for us to go swimming."

"Er, right." Ben took off his ID mask.

"What's wrong? The ID mask doesn't work in water?"

"Oh this one can. But I've got to change my clothes first and then change the setting for the ID mask so I look more like I'm ready for swimming." He headed off behind some bushes to go change despite nobody being there. Tia figured he was still somewhat shy around her. Smiling, she simply removed her own clothes, as she had been wearing her bikini underneath. She stood there wearing a matching ocean blue bikini top and bottom. She had come to despise the color white since it reminded her of her time serving under..._him_ so she decided to go with other colors.

"I'm back!"

Tia turned her head and her eyes widened. Ben had his ID mask on and was definitely set to look like swimming. He was only wearing a pair of swim trunks, allowing Tia a perfect view of his bare, ripped chest. Ben on the other hand was mesmerized by seeing Tia in her new bikini. She truly was a goddess.

"Well, then," Tia said as she managed to recover. "Shall we?"

"Yeah, let's," Ben said, equally flustered.

"But first," Tia went over to her bag and pulled out a bottle of sunscreen. "Could you pour the sunscreen on my back please?"

Ben was sure he felt his heart stop and yet he was still standing. Tia seemed unaware of this as she spread her towel out, lay down on her stomach, and undid her bikini top, leaving her back completely bare. "I'd really appreciate it, Ben."

Taking a huge gulp, Ben went over to the sunscreen and poured some on his free hand. Making sure he had enough, he started rubbing it on Tia's back, taking in how soft and smooth her skin felt. Tia, on the other hand, had to fight back a moan as Ben ever so gently rubbed the lotion on her. His hand were not very rough or even calloused though she figured it was because Ben did most of his heroics in his aliens forms instead of his human form. Her mind wandered to how Verdona said male Tennysons were very good with their hands and from the way Ben was applying the lotion to her, that Anodite was definitely right. Once she was certain that she had enough on her back, she stopped Ben, redid her top and started applying the rest of the lotion to her body. Ben quickly got out his own lotion and started applying it. With their sunscreen applied, the two of them dove into the water. Ben felt that instant chill that usually happened but if Tia was affected, she didn't show it. Perhaps it had something to do with her water related Hollow powers. Or the fact that she had been a Shark Hollow. Or maybe she was just tolerable to cold temperature.

"This is quite relaxing," Tia said as she backstroked through the water.

"Not to mention fun," Ben added. Then he splashed her. The sudden action startled Tia and her upper body was completely drenched. Shaking her head she faced Ben. At first she looked furious and Ben started to panic, thinking he had done something stupid. But then her face had a challenging look on it now.

"Benjamin Kirby Tennyson," she said. "You want to fight _me _in water?" And then splashed him.

This resulted in the two actually having a splash fight with each other. Sure it was something juvenile but Tia could not remember when she had such fun before. Probably never. But then Ben managed to swim through her splashes, playfully picked her up, and gave her a gentle toss into the water. She surfaced, mock glaring at Ben. But then she grabbed him by the arm and actually flipped him into the water. Ben surfaced coughing and sputtering due to getting water up his nose.

"Very funny." He muttered once he got his breath back. Tia simply smirk in a superior way towards him.

Afterwards the two simply swam for a bit, talking, a few playful splashes but after a while they were tired. As they got out of the lake, Ben took in Tia's form. The water dripping from her body suited her quite nicely, increasing the already lovely vision she was. Tia on the other hand was thinking the same about Ben. He actually looked wet despite wearing that ID mask and she enjoyed seeing the droplets of water roll down his muscles. The two got to their towels and started drying themselves off. As they were drying themselves...

"So...limber tongue?"

Ben froze.

"Good with your hands?"

Oh crap!

Ben turned to see Tia slowly approaching him. The way she was looking at him was both unsettling and pleasant. Normally this was when Ben would freak out and start babbling like a buffoon. But no. Not this time. Tia had been through so much so she deserved some happiness. Even if he didn't feel the same way, he knew that he could come to love her. He was never going to let her be sad again. He surprised Tia by wrapping his arms around her, placing one hand on the small of her back and the other at the back of her neck. Gwen had often forced him and Kevin to watch chick-flicks in the past and he remembered that the guy usually held the girl like this when he kissed her. Tia was caught-off guard by this unexpected move but that all changed when she looked into his eyes. Eyes that showed affection and caring. Slowly she wrapped her arms around his neck and the two brought their lips together.

Again, the kiss felt positively electric and in such a pleasant way. Both allowed suppressed instincts to guide them as the pair deepened the kiss. But then Ben felt something press against his teeth, trying to get into his mouth. It was...Tia's tongue?! His mouth opened in surprise, allowing Tia the chance to send her tongue into his mouth, stroking Ben's wisdom teeth before touching his own tongue, coaxing him to play. Ben quickly responded, his tongue joining in a rhythmic dance with hers. But Tia wasn't done yet. Removing her arms from around him, Tia gently grabbed his wrists and slowly guided them to her backside. Ben was surprised by this sudden action but also touched that Tia trusted him enough to do this. He responded with a gentle squeeze, causing Tia to let out a blissful moan and pick up pace with her tongue. Soon the need to breathe caused them to part. The couple pressed their foreheads against each other, taking gulps of air. But both had pleasant smiles on their faces.

"Amazing," Tia sighed. "Verdona was certainly right."

Ben smiled. "I'm glad you're satisfied."

Tia looked at him, her lips now swollen and shiny. Looking like that made her just so kissable. But then Tia reached for Ben's face and pulled off the ID mask. The regular Ben stood before her.

"Tia, wha..."

"I want to kiss the real you, Ben."

"But, we might..."

"I don't care right now. Ben...please?"

Ben looked up at Tia, her face pleading. Giving her a smile, he reached up and kissed her again. Rather than worry about height difference, Tia gently lowered herself to the ground causing Ben to be on top of her. But the two were too busy dancing with their tongues again to notice. Once again, they parted. Ben looked down at the former Espada and she him. All her feelings were conveyed in those beautiful green eyes of hers. And within him, Ben felt a desire. A desire to always protect this woman. To make sure that she was always happy.

And Tia could see it within his own green eyes. How much she wished that those eyes would look at her and no other. But she knew that was selfish of her. And it was an issue that she knew needed to be brought up.

"Ben?"

"Yes?" Ben whispered to her.

"You know how we all feel about you."

Ben sighed, closing his eyes. "Yeah."

"If we agree to share you, will you be fine with that?"

Ben's eyes widened. "Tia..."

"I wish I could keep you all to myself, but the others deserve to be happy too." She caressed his cheek. "It wouldn't be fair for only me to have you. If the others do agree that we are to share, will it be alright with you?"

Ben sighed again as he got off Tia and sat up, Tia sitting up after him. He pondered Kevin's words, telling him how easy this would be.

_Is that really fair? For me to do this to them? _He asked himself.

_Why not?_ A part of him actually rationalized. _Kevin's right. After all you've done for them, they won't take any other guy. If it's Ben 10 they want, it's Ben 10 they get._

_But, but..._

_You may not love them all now but give it a try and who knows? Couldn't hurt._

_Could I though? Could I really love all five of them?_

_Well, your grandma doesn't believe in the word impossible. And she is **your** grandma after all._

Ben somehow mentally sighed. He wasn't sure about this but...Tia was right. The girls really deserved happiness and if sharing him made them happy...

"Tia," he said. "If the others are cool with sharing...I'm cool with it."

Tia blinked in surprise. "Ben?"

"I want to make you all happy. If sharing will do that, I'm all up for it."

Tia didn't respond verbally. Instead she pushed him to the ground and resumed their make-out session.

The two of them had soon decided it was time to head home. They had gotten their stuff together and Ben had his ID mask back on. The two didn't say anything to each other on the way home but both felt very happy from the experience. If anyone would come upon the lake, they would find a tree with these letters carved onto it:

B+T.

* * *

><p>The two got home, exiting the car and heading towards the front door. Ben opened the door and held it for Tia. Tia responded with a gentle kiss before going inside. Ben followed her, spotting Mila Rose and Nelliel in the living room. Nelliel was reading a new book while Mila Rose was watching a wrestling match on TV. Sung-Sun and Apacci were nowhere to be found.<p>

"Hey girls," Ben said.

Mila Rose and Nelliel both turned their heads to see who had addressed them. Their reactions to seeing Ben's older self were the same priceless ones as Tia, Apacci, and Sung-Sun. Mila Rose was the first to recover, getting off the couch and walking over to Ben. Her eyes blinked furiously, as if that would make what she was seeing somehow clearer.

"It's Ben, Mila Rose," Tia said.

Ben frowned at her. "Tia, you ruined the surprise."

"B-ben?!" Mila Rose stared at Ben up and down. "H-how?!"

Ben laughed as he pulled off the ID mask. "Little gift from Paradox. Used it to go on my date with Tia without having to worry about any hounding reporters. Pretty cool, huh? Paradox got it to look like how I'll appear in the future."

Nelliel gaped. "You mean...?"

"That's how he's going to look in the future," Tia finished, not wanting this to become a worn out gag.

Nelliel couldn't get that older Ben out of her mind. His appearance made him look like one of those dashing rogues out of her stories. The fact that Tia not only got to spend a day with Ben but also with him looking like that made her blood boil angrily.

Mila Rose had also taken a liking to Ben's new appearance. Those muscles and that beard? All he needed was some proper clothes and he would look like a true warrior.

Sung-Sun and Apacci soon arrived. Apparently the two had been job searching together. Sung-sun had applied at a local restaurant as a waitress but quickly changed her mind when she noticed what a sleaze the manager really was. Apacci on the other hand got the boot when she lost her temper and mouthed off the person giving her the job interview. Needless to say they came home in a sour mood but that all changed when they saw that Tia and Ben were back.

"Harribel-sama!" They ran over to their mistress. "How was your date?"

Tia looked over at Ben, smiling sweetly. "It was _wonderful._"

Nelliel clutched her book tightly at hearing Tia's suggestive tone while the Tres Bestias all sported blushes now. Ben really felt awkward now.

"I'm, uh, gonna go put my stuff up now." That said, he quickly dashed up the stairs to his room.

"So what did you do?" Sung-Sun asked, being the first to come back to her senses.

"First we ate," Tia said. "Which reminds me, I should thank Sandra for all the food she packed for us. After we were done eating, we met Ben's grandmother."

"Really?" The girls were surprised. "What's she like?"

"Playful but insightful. Also has a sense of humor. She's also an alien called an Anodite."

"An alien?!"

"That means...Ben is part alien?" Sung-Sun realized. Not that it bothered them any. Ben was still Ben after all.

"Anodites control mana, the opposite of spirit particles. She even knew about the existence of Shinigami and Hollows, claiming that there are even alien Shinigami."

The girls were amazed by this new revelation.

"Once she left, Ben and I talked for a bit before going for a swim."

"Did you two kiss?" Apacci asked suddenly. Judging from how intently the other girls were looking at her, Tia figured this was the part of the date they were anxious to hear.

"Why yes," Tia replied.

The Tres Bestias gasped, happy for their mistress but also slightly envious. "How was the kiss?" Mila Rose asked.

"Absolutely perfect," Tia said with a happy sigh. "I will say this about Ben...his tongue is quite limber."

Apacci, Mila Rose, and Sung-Sun's eyes all bugged out when they realized what their mistress just meant. Nelliel's grip on her book increased dangerously.

"And he's _very _good with his hands."

The girls' blushes intensified with the implications of that statement.

RIIIIP

The other girls all turned to Nelliel, who had accidentally ripped her book right in half out of anger. "Oops," she said, giving them a fake smile with an extremely cheerful demeanor. "I guess I ruined my book."

Tia could obviously tell why Nelliel was so upset so she decided this was a perfect time to bring up what she needed. "All of you. There's something we need to discuss."

All the girls gave Tia their full attention.

"How do you feel...about sharing Ben?"

Nelliel gasped. This was exactly what she wanted to confront Tia about. What was she going to say? The Tres Bestias on the other hand looked at each other nervously. They weren't sure how to tell their mistress that they were willing to let her have Ben...although they were now having second thoughts about that.

"I am willing share Ben if the rest of you are." The other four girls stared at Tia but she wasn't finished. "And if we agree to share him, Ben is willing to go along with it."

Now all four girls gasped. Ben was cool with them sharing him?

"He's doing this so that we can be happy," Tia explained. "Yes, at the moment he is doing it more out of obligation but I am certain that, if we are willing to work together, we can show him how happy all of us can be." She looked at the girls. "So...what do you say?"

The Tres Bestias looked at each other. This was perfect. Although they wanted their mistress to be happy, she wanted to make sure they were all happy. Nelliel was biting her lower lip. She had been willing to share with Tia, the other three not so much. But if this was the only way she could be with Ben... "If the rest of you are willing share, I will too."

The Tres Bestias frowned. They wouldn't mind sharing Ben with Tia but Nelliel? Yeah they still didn't get along with her so much. But they had a feeling that if they didn't agree to share with her too, then they might miss their actual chance to be with Ben. Apacci and Mila Rose then nodded. "It's agreed," Sung-Sun spoke.

Tia smiled. This would certainly make things easier for them all. And they could show Ben that this could in fact work for the better. But...Tia had one last surprise for Ben tonight.

That night, Ben was sitting up in bed, staring at the ceiling. His mind wondered to all that had happened to day. It was really nice. He was still a bit unsure about this whole situation but...well, couldn't hurt to try.

"Ben?"

Ben was snapped out of his musing by Tia's voice. She was standing at his doorway, wearing a long night robe. Ben couldn't help but notice that she even looked sexy in something that completely covered her.

"Hey, Tia. What's up?"

Tia tried to think of a subtle way to explain what she wanted. "I believe it's my turn now."

Ben was genuinely confused. "Turn?"

"You've slept with Nelliel, Sung-Sun, Mila Rose, and Apacci. I would like a chance now."

Ben blushed as he recalled all those times Nelliel would sleepwalk into his room as well as when he was technically cuddling with the other girls back in Hueco Mundo. Tia did have a point. It really was her turn now. Surprised that he wasn't all that bothered by this, Ben moved over to make some space for her. Smiling, Tia closed the door behind her. And then she removed her robe. Ben's breath hitched when he saw that she was wearing a black lacy pair of bra and panties. If he hadn't been drooling at her previous nightwear he certainly was now.

"T-tia..."

"Don't worry, Ben. I was just want to look sexy for my king."

"King?!"

"Yes, Ben," Tia crawled into bed, wrapping her arms around him. "You are my king."

His hormones raging within him more than at the beach, Ben slowly wrapped his arms around Tia. She responded by pulling him next to her, where he could feel her soft breasts pressing against him and her hot breath on his neck. Oh, this was torture! Fighting to control himself, Ben made sure the blanket covered them both to keep them warm. As his heartbeat started to return to normal Ben noticed that this was actually really nice.

"Goodnight, Ben," Tia whispered, planting a gentle kiss on his cheek. Ben smiled.

"Goodnight, Tia."

As the two started drifting into a comfortable sleep, another was having restless sleep. Nelliel was tossing and turning, her mind filled with all kinds of unpleasant thoughts. While sharing may have been easier for the group overall, it certainly wasn't easier with Nelliel. Sharing with Tia was one thing but now she had to put up with the other three. She knew that they didn't really like her and she wondered if they would ever get along. How could she know if they would actually share? What if they decided to hog Ben all to themselves? She wanted to be with Ben!

As thoughts like this continued to plague her troubled mind, her body started to move on it's own. Before, she had this nasty habit where she would sleep-walk to Ben's room and cuddle up right beside him in the night. Despite her efforts, she couldn't break the habit. Reluctantly, Ben was forced to attached a joy buzzer to his door handle, giving Nelliel a mild shock whenever it would happen. Something like shock therapy. Neither really liked doing this but it was a mild shock and Nelliel could handle worse, even in her gigai. She eventually stopped, allowing Ben to remove the buzzer and things were finally back to normal. Apparently Ben didn't consider that old habits really die hard. She wanted to seek Ben. To feel his body next to hers. Like on automatic pilot, she walked all the way to Ben's room and went inside. She was unaware of course of the additional guest in the bed but all that mattered to her was being with her man. Slowly she crept into bed behind him, wrapping her arms around his chest and snuggling herself into his back. The feel of him next to her put her mind at ease and a blissful smile on her lips. And for the rest of the night, things were peaceful. Unfortunately this peace would not last because once morning came, when Sandra came to check up on her son...

"BENJAMIN KIRBY TENNYSON!"

* * *

><p>At Los Soledad, Ulquiorra was engulfed in some books he had checked out from the library. With nothing better to do, aside from conversing with his asinine fellow Arrancar, he actually preferred reading books. He would spend hours in the library, just reading, and by closing time he would borrow a few books he was interested in reading back home in Los Soledad like he was now. He and Grimmjow had ended their conflict. The Sexta was furious to learn that Ben wasn't there to fight him but didn't miss on a chance to take on Ulquiorra. Needless to say their fight was a bit more...destructive than his typical ones with Ben. But Grimmjow relented when Starrk showed up as backup in case Grimmjow got too rowdy. Grimmjow relented but demanded that Ben be prepared next time around. With that out of the way, Ulquiorra had returned to Los Soledad and dove into his books.<p>

He wanted to learn more about humanity.

He also wanted to learn more about the concept of love.

However, the books he read gave him more questions than answers.

"Humans are so confusing," Ulquiorra said as he put the book he had been reading down. He must have been looking in the wrong places. He needed answers. But where could he go? He considered asking Kevin. For some reason, he felt a kinship with the Osmosian. Perhaps the ex-con could give him some help with this predicament. But he would have to wait as he knew how early it was and Kevin was probably asleep. As he waited for time to pass, he found himself thinking of that woman who started plaguing his thoughts for some time now. Orihime Inoue.

* * *

><p>But unknown to Ben and his pals, trouble was brewing.<p>

"Loly, are you sure this is a good idea?" The Arrancar known as Menoly asked nervously.

"Of course it is, Menoly!" Loly snapped. "Ben Tennyson took Aizen-sama away from us! He has to pay! Fortunately he has so many enemies, getting rid of him should be a piece of cake!"

"But if he could get rid of Aizen-sama..."

"It was dumb luck, nothing more!" Loly snapped angrily. The idea of Ben actually being stronger than Aizen was impossible to her, ridiculous even! "But we'll have an advantage on our side. Once we gathered up all of Ben's enemies, we can learn his strengths, his weaknesses. We'll crush him for sure!"

"But how are we supposed to communicate with them?" Menoly asked. "What if they aren't spiritually aware?"

"Then we'll communicate some other way!" Loly barked. "Nothing's going to stand in the way of my revenge! Nothing!"

**End of Chapter**

_Well, everyone. I hope you liked this latest chapter. This is one of my longer works and I'm surprised I got this all written down. Well, the harem seems to be resolved fro the time being. Since you guys wanted a harem fic (ugh), this is how the list will go: 1. Harribel, 2. Nelliel, 3. Sung-Sun, 4. Mila-Rose, 5. Apacci. _

_I know this chapter didn't have any action in it, but like I said earlier, I wanted to get the major relationship parts (Such at setting the harem issue in-story) out of the way first, then move on to the action. There will still be romance of course but this is Ben 10 after all so there just has to be action._

_I think I might start incorporating elements of Ben 10 Omniverse including some of Ben's new aliens. Also, Ben's gonna stop shouting out the names of his aliens. I'll put some more Bleach elements into the story but that comes later. __Also, I may leave the Xcution arc out of this story. That seems like something for Ichigo-only. Though there could be a plot where Xcution asks Ben to use Alien X in a bid to try and steal his powers instead of Ichigo's but that's a bit of a stretch. The Vandenreich will become antagonists later on in the story and the Zanpakuto Rebellion arc will also take place. But I do need to make some Ben 10 related conflict. I know a lot of you were disappointed how the actual show ended so maybe I could make a twist on things. Maybe make it a bit more Lovecraftian where Diagon tries to awaken some of his brothers like Cthulhu or so. Lovecraft had a strange sense of storytelling but one can't deny that he made great villain characters._

_Course, if you guys have any suggestions for conflicts with Ben's foes, feel free to suggest them._

_By the way, my fellow author, Sallem Cortez 004 now wants Yoruichi to join the harem. He wants her to, I don't want her to (I like Yoruichi but she wasn't part of the original love interests roster), but instead of going back and forth in an endless debate, we'll be leaving that decision up to your viewers with my latest poll. Should Yoruichi join Ben's harem or not? You decide._


	9. Date with Nelliel part 1

**Disclaimer: Bleach and Ben 10 do not belong to me**

**Well, everyone. I apologize for the delay. Been a bit busy. You know those moments in Volume I when the characters would act OOC? Well, I'm kicking myself over those moments and the best I can do is lampshade them. I don't think there was any addressed in this chapter but there will be long in later ones.**

**By the way, anyone know anyone who'd be interested in making a Ben 10/Mass Effect crossover? Or a Transformers/Mass Effect crossover? I'd like to read something like those.**

**Date with Nelliel part 1**

In a Bellwood alleyway, Yoruichi was on a cellphone. This was customized cellphone created, of course, by her friend Kisuke Urahara.

"That's right. Some alien called Clockwork with the power to travel through time." She said into her phone.

"Really? A time traveling alien?" Kisuke replied. "Well given how many aliens are inside that thing, and the fact that one of them can actually bend reality, I'm not all that surprised. Impressed, but not surprised."

Yoruichi frowned. "Ben's walking a thin enough line as it is. We were lucky when we were able to convince the Central 46 that Ben can't use Alien X at will. Otherwise they probably would have ordered his execution right then and there. As for his Arrancar plan; wanting to turn all the Hollows into Arrancar is good intentioned but..."

"But the road to Hell is paved with those," Kisuke finished. "In their eyes, the Central 46 would just see Ben following in Aizen's footsteps. And if they learn of Clockwork, they'd probably fear him using that form to mess with Soul Society's timeline or something. They're already jumpy with Paradox and his abilities. But I'm also curious about that garden you told me. I'm amazed that anything in Hueco Mundo would be capapble of actually producing life, let alone sustaining it. Not to mention all the things Ben did to make it happen. I wouldn't mind having a chat with him while he's Grey Matter or Brainstorm."

"We'll worry about that later," Yoruichi said, knowing what Kisuke was like when he found something interesting to research. Though she was grateful he wasn't as loopy as Captain Kurotsuchi. "This whole situation feels like a bomb ready to go off. One little slip up on Ben's part will be all the fuse needed. If the 46 do declare him a threat, he's gonna need some allies. Though he certainly enjoys his time in the spotlight, he's really a good kid who just wants to help others."

"I understand," Kisuke told her. "I'll see what I can do."

Yoruichi nodded even though Kiskue couldn't see it. "In the meantime..." She pulled an envelope from her jacket, pulling out some pictures. Using her amazing abilities of speed and stealth, she had actually managed to get some photos of Ben's older appearance. She had taken them when Ben and Tia had returned from their date. Sure she could have followed them and took pictures of the actual date, but she didn't really want to intrude on such a special moment. However... "I think Matsumoto might enjoy looking at these." She smiled playfully, knowing how her busty friend enjoyed teasing Ben.

* * *

><p>Ulquiorra was at Kevin's house, musing over what sort of false information they needed to feed Harangue. When he had arrived, he had been introduced to Kevin's mother and stepfather. They were rather surprised by the unusual man but were nonetheless polite and hospitable. He and Kevin were currently in Kevin's garage, as he was usually given privacy there due to his constant workings on his car.<p>

"I suspect Harangue wouldn't be satisfied with a simple "Ben is really a good person who truly is a hero."?" Ulquiorra said.

"Nailed it on the head," Kevin answered. He was currently underneath his car, installing some tech while discussing the Harangue issue. "Harangue's the type of guy who _wants _there to be something wrong. And he's not afraid of twisting things around in his favor."

Ulquiorra's eyes narrowed. "You mean he would purposely deceive his viewers to believe his words about Ben?"

Kevin snorted. "_Would_? He's been doing it ever since he made Ben his show's topic."

Ulquiorra was sickened. While quite the expert of psychological tactics, he was never one to favor flat out lies. The closest thing he had ever done to a lie was keeping his Segunda Etapa form a secret.

"And that ain't all," Kevin added. "One time, he tricked Ben into thinking that there was this video game being made about him, but it was really this killer, spider robot that knew all of Ben's moves. He actually tried to kill Ben and make it look like it was just some part of his show. If it wasn't for some fast thinking on Ben's part..." Kevin let his sentence hang ominously before continuing on. "And you know what? After all that he acts like Ben was the bad guy, not him. I don't think he even cares if Ben's a threat or not. I think he just wants to ruin Ben's life."

Perhaps in his days as an Espada, Ulquiorra wouldn't have cared. But things were different now and he was disgusted. How in the world the humans hadn't tried to put an end to Harangue themselves baffled him. While Ben had never flat out said they were friends, Ulquiorra hoped that he and the young boy were indeed friends. And he refused to let someone treat his friend this way. Ulquiorra had to admit that he was surprised with himself. He had never acted this way back among the Espada. And yet...Ulquiorra didn't really mind. But he would contemplate these things at a later time. Harangue was absolutely pathetic and he was determined to bring the man down. But Ulquiorra, who was used to defeating his enemies through combat, would need to use a different tactic against this enemy. He could of course simply kill Harangue. He would do so with a clear conscience as he believed that scum like that deserved to die. However, he knew that Ben would not approve. Nor would the others.

"We need to expose Harangue for the fool and fraud he really is," Ulquiorra said. "Perhaps I can convince him to confess to his crimes while under the pretense of siding with him. However, considering that I have already shown skepticism to Ben being a bad person, it would take some effort to convince Harangue that I now agree with him wholeheartedly."

Kevin grinned as he rolled out from under his car. "Now we're talking."

* * *

><p>Needless to say, Sandra's little reaction to her discovery had sent the whole house scrambling. Carl and Tia's Fraccion thought something bad had happened so they ran to where Sandra was. So basically everyone in the household instead wound up finding Ben in bed with both Tia and Nelliel. Carl just stood there flabbergasted while Tia's Fraccion had unreadable looks on their faces.<p>

So that's why everyone was now gathered in the living room. Carl was sitting in his recliner while Apacci, Mila Rose, and Sung-Sun stood off to the side. Ben sat on the sofa, with Tia and Nelliel on either side of him, while Sandra paced back and forth fuming. Tia and Ben were berating themselves for forgetting to lock the door. How could they have forgotten something that important? But they were also wondering something else…what in the world was Nelliel doing in bed with them? Nelliel on the other hand was feeling furious that Tia had been sharing a bed with Ben but she was also feeling ashamed of herself. She knew that she must have sleep walked into his bed again and the last thing she wanted was to get Ben in trouble. Finally Sandra stopped pacing and looked at the three of them. Even the two mighty Arrancar felt nervous under her gaze. She crossed her arms and started tapping her foot.

"Well?" She asked. "Would someone care to explain?" Despite knowing about the girls' feelings she thought they would have waited for something like this. And two girls at the same time? She thought she had raised Ben better than that.

"Nothing happened, mom," Ben reassured her truthfully. "All we did was cuddle, that's all." Tia and Neliel both nodded their heads. And Sandra had noticed that all three _did _have their clothes on when she found them. Though she was not particularly fond of Tia's choice in clothing and had her fully dressed before this little meeting.

"Oh really?"

I'm sorry," Nelliel spoke up. "The truth is I sleep walked into Ben's bed."

"And I was the one who suggested cuddling with Ben," Tia added.

"But I agreed to it," Ben insisted, not wanting to girls to get all the blame.

Sandra pinched her nose as she tried to talk all this in.

"So…you and Tia agreed to cuddle with each other and then Nelliel came in while sleep walking?" Carl asked, hoping to make sense of this whole thing.

"She must have come in while we were asleep," Ben reasoned. That had to have been the case of else he and Tia would have woken Nelliel up.

Sandra took a few moments, taking a deep breath. "Well, as long as nothing happened…" She said before turning to look at Carl. "Honey, would you mind speaking with Ben while I talk with the girls?"

Carl knew that look in his wife's eyes. There would be no argument about this. This was something serious that they, as parents, needed to sort out. It was just like that time when they discovered Ben's secret and the Omnitrix. Only this time it was along the lines of what parents regularly needed to deal with.

They needed to deal with Ben and the topic of girls, and sex.

"Come on, Ben. Let's go outside," said Carl as he took Ben by the arm and dragged him out to the front porch. This left Sandra facing all five girls with a serious look in her eyes.

* * *

><p>Ben was left out in the perch as his father went into the garage for something. When the man exited, he held up two cans of soda. He tossed one to Ben. "Ben, it's time for us to have a man-to-man chat."<p>

Ben grimaced at the implication but couldn't say anything. He was worried about the girls being chewed out by his mom back inside.

The two sat down on the steps in front of the porch and drank their soda as Carl began, "Ben, when I was your age, back in high school I had girls on the mind too. Believe me, it wasn't easy. It was a bit awkward for me to speak to girls, especially to the ones I liked." Ben's eyes widened considerably. "And at that age hormones can get a little out of control."

"Whoa, Dad! Hold on! All we did was cuddle!" Ben defended.

"And that's where it starts," Carl replied. "Ben, there's nothing wrong with you attempting another relationship. Ever since…_she _left we saw how unhappy you were. I'm glad you're moving on but your mother and I are worried you might be moving too fast."

"I'm not moving too fast, I swear," Ben replied.

"I know, Ben. I trust you, but you're still a boy," Carl smiled and he ruffled his son's hair. "You know, if I was your age I'd be completely jealous of you now. I have to admit you really are something else. You're definitely like Dad."

"Grandpa?" asked Ben.

"He ended up with an alien falling in love with him, and now you have these Arrancars falling for you," said Carl, impressed. "Seems like you do take after Dad after all."

"Well, Grandpa's been great but so have you," Ben pointed out.

"I'm glad," said Carl. "We raised you well but you're still just a kid. Even if you've saved the universe like a million times."

Ben glanced at the door. "I wonder how the girls are doing,"

"Your mom is probably gonna be laying down the ground rules," said Carl. "I mean, it's bad enough that she caught you three in bed together but we do all live under the same roof. She's just worried about her little boy growing up too fast. Also, I don't think she wants to be a grandmother yet, not until you graduate college and get a job."

Ben groaned. "_Dad!_"

Carl threw back his head and laughed, despite that he was supposed to be serious. "Well, at least I know that you are taking this seriously. But from now on, I think it's best if you take things slow. Dates, holding hands, kissing are fine. But anything other than that...wait till you're older."

Ben nodded with a sigh. "Alright, Dad."

Carl chuckled as he ruffled his son's hair again. While not thinking things through was one of Ben's specialties, Carl was certain that his son would make the responsible choice. He looked back towards the door, wondering what Sandra was telling the girls. Pretty hard to lay down rules when two of those girls were older than she was. He wasn't certain about the other three, Apacci, Mila Rose, and Sung-Sun. They looked around Ben's age so convincingly. However, the girls did seem to respect him and Sandra so hopefully they would abide by her rules. She'd most likely allow the girls to go on dates with Ben but as for...the next step, well he wondered what his wife was gonna say about that.

Then Carl realized something. Marriage. If Ben did ever decide to settle down...would he marry all five girls? That was something else he'd need to talk about with his son.

* * *

><p>Sandra paced back and forth in front of the five girls. They weren't human but that didn't matter. What mattered were their feelings for her son. She knew that one day he'd grow up, find a nice girl, and maybe leave the house and start a family, but she wanted to hold onto her baby boy a little while longer.<p>

Now, it was time that Sandra put her foot down, again, on her son's relationship with these girls and establish some ground rules. Carl was outside setting Ben straight, so it was her job to set the girls straight. Awkward as it might be, it had to be done.

"Now girls, I know you all...care about my son very much, but he's still just a boy and there are some things you need to understand," said Sandra. "You girls know what sex is right?"

Normally Apacci or Mila Rose would snap that they did indeed know what sex was, but they knew why Sandra was asking them such a question and it brought a blush to them, Sung-Sun and Nelliel. Tia was able to remain straight-faced but thought she could feel her cheeks slightly warm up. Their reaction was all Sandra needed.

"This...all of this is so hard to take in," Sandra admitted as she started pacing again. "I always pictured Ben finding a nice girl, taking a nice, slow relationship, getting a good job and a good wife, and maybe having some children. I never imagined my son to get some device that turns him into aliens, fighting evil villains like some cartoon hero, and winning five different girls all at once."

The girls didn't know how to respond to that. Was she suddenly against their relationship with Ben? Just because they didn't meet her standards?

"But...given that we are Tennysons," Sandra added with a sigh, "I suppose our family really is anything but normal." She looked at the girls. "What exactly is your relationship to my son? Are all five of you...?"

The girls looked at each other. Tia decided to speak up. "We have decided to share your son."

"Share?" Sandra repeated, not really liking the word; it sounded more like they were treating her son as a slab of meat. "And Ben...?"

"He has agreed to it."

Sandra sighed. "Somehow I knew that was going to be your answer."

"Sandra," Tia said softly. "I'm sorry that we're not what you had in mind for the girl Ben would find. But I promise we would never want him to be miserable. He wants us to be happy, and we want him to be happy too."

The other girls simply nodded, as Tia has pretty much summed up what they were all thinking.

Sandra sighed again. "I know. You girls have shown me over and over just how much my son means to you. I guess...I guess I'm just afraid that my son's growing up too fast."

Nelliel smiled. "You are a wonderful mother, Sandra. Ben is very fortunate."

Sandra smiled a little. "Thank you, Nelliel." She looked at the girls. "While you girls aren't quite what I expected, you are all special and I am glad to have met you. I...I guess...I will allow this."

The girls all felt relieved to hear that Sandra was actually okay with this. That made things easier.

"However," Sandra added. "I will be laying down some ground rules. And the first rule is that you girls will not have sex with my son until he is eighteen and consenting."

This caught the girls off guard. They knew usually parents preferred their children waiting until marriage before having sex. There were exceptions that at least wanted their children to wait until they were eighteen but they didn't know what Sandra's view on it was until now. Still, though. She was...really okay with this?

"And I'll be sure to tell Ben the same thing," Sandra went on.

"And...you don't mind that..."

"Normally I would be," Sandra admitted. "Normally I would wind if I found out my son was sleeping with five different women. Or intended to. I think that boys should only date one girl and girls should only date one boy."

The five Arrancar didn't say anything. They only listened.

"But it seems that you've all made up your minds, right? If this was any other case, I would have told Ben to just pick one of you and be done with it."

The girls were a bit upset but Tia and Nelliel at least understood where Sandra was going with this. It was the social norm.

"But...like I said, this is far from normal isn't it? I mean, Ben's grandmother is an alien, Ben can turn into a bunch of aliens. Aliens, Arrancar, Shinigami, this and that..." She sighed. "And...I don't want to do this to Ben. Ever since what happened with his last girl, I didn't want him to go through that sort of pain."

The girls all nodded in understanding. They didn't know what words or gestures they could do to comfort her.

Sandra sighed. "I admit I'm gonna need some time adjusting to this and I will probably fly into "protective mom mode" but please...please just take care of my boy."

"We will," The unanimous reply was.

Sandra then continued laying down what the girls, and Ben, could and couldn't do. At least until they were older. Well, technically the girls were already old enough so this was mostly for Ben's sake. They were a bit impatient as they wouldn't mind showing Ben their affection since he decided to share but...

Anyway, once Sandra was certain that the girls understood, she allowed Ben to come back in and told him the same exact thing. She had a feeling that her husband might have gone a little easy on their son. She knew he was a good kid but Ben was at that age...

* * *

><p>Once everything was out of the way and everything seemed to be back to normal, Ben went over to have a talk with Nelliel. Said Arrancar was fearing that Ben was upset with her. So when they went off to the side, she hung her head low.<p>

"I'm sorry, Ben," She said softly.

Ben chuckled as he scratched his head. "Ah, we all got in trouble. But...you're sleep-walking again?"

"I...I couldn't help it," Nelliel explained. "I was afraid."

"Afraid? Afraid of what?"

"I was afraid that the others weren't going to share." Nelliel explained. "Tia and I seem to be on good terms but the other three don't like me."

"What? Why would you think that?"

"Ben, it's obvious they don't. The four of them knew you before I did and they probably think I'm just butting in."

Ben had to admit that there was some truth in that. In this girls had each other for support while Nelliel was on her own. "What, you thought they were gonna...team up against you or something?

Nelliel deadpanned. "Why wouldn't they?"

Considering how the four in question was and Espada _and _her Fraccion, it surprisingly made sense. But Tia wouldn't do something like that. Ben was sure of it. The other three however...

"Er, would you like me to...talk with them or something?" Ben tried to think of a more preferable solution but he was already in over his head.

"That would be nice, but that can wait," Nelliel replied as she remembered Anne's words. "Ben...I would like to go on a date with you next."

Caught off guard, Ben blinked in surprise for a minute. "Eh..."

Reminding herself that she had to be assertive, at least a little, Nelliel took a step forward. Maybe admiting to how she was feeling could convince Ben. "Ben, I..." She tried to find the right words. "You've been spending so much time with Tia and the others. And not a lot with me." She added with a slight hint of hurt.

Knucklehead he may be, Ben was starting to see the big picture. He realized that he _had _been spending more with Tia's group and not so much with Nelliel. She was feeling left out! Ben wanted to smack himself right in the face. He looked at her. "Nelliel, I'm so sorry. I didn't realize that...I just..." He couldn't think of any excuse. Now it was his turn to hang his head. "I'm sorry, Nelliel." He looked up at her. "We'll go on a date next. When would you like to?"

"Today," Nelliel said, trying to control the excitement building up within her. She did feel bad that she had guilt-tripped Ben into this but she promised herself she would make up to him on their date.

"Today?" Ben repeated. He didn't mind it but he had nothing planned out. What would they do? Where would they go?

"Yes," Nelliel confirmed. "I don't want to wait any longer."

Sure enough, Ben was feeling pretty bad for ignoring Nelliel all this time. "I'm cool with it. I just...I don't have anything planned."

Nelliel smiled. "That's okay. It's only the first date so it doesn't have to be anything big." She hugged him excitedly. "Just the chance to be with you is good enough for me."

Ben smiled back. Even if she was content with some simple thing, he wanted to make sure the date was special. She, just like the other girls, deserved it.

"I'll let you know when something comes to mind," Nelliel said with a smile as she practically skipped away. Ben turned his head away and felt his face flush when he noticed a certain part of her bounced as she skipped. He couldn't tell if she was unaware of what she was doing or was doing it on purpose.

Just then the house phone rang. Sandra answered it. "Hello? Oh hi, Starrk. How are you and Lilynette?"

Ben did a double take. Starrk? Calling his house?

"Oh we're doing fine. Yes, of course Ben's here. Would you like me to put him on? Sure thing. Ben!" Sandra called. "Starrk's on the phone!"

"Huh. Wonder what Starrk could want." Ben took the phone from his mother. "Starrk?"

"Hey, Ben. How's it going?"

"Fine...all things considered. What's up? Never expected a call from you."

"Don't blame you. Hey, Ben. You, uh...you want to hang out with me and Lilynette today?"

Ben blinked. "Hang out?"

"Yeah. Er, if you're busy I understand and..."

Feeling as if something was nearby, Ben turned his head and nearly jumped out of his skin when he noticed Nelliel was right behind him. Putting his hand on the receiver he glared. "Do you usually do that when people are on the phone?"

"Sorry, Ben. I was curious to hear what Starrk wanted. If he wants to hang out with you, I'm okay with it."

"You are?"

"We have all day to spend together. Besides, it's not often Starrk wants to do something. Go ahead. I'll be waiting for you when you get home."

Ben grinned. "Thanks. " He removed his hand. "Hey, Starrk. I'm good for a while. Where do you want to meet up at?"

"How about Mr. Smoothy's?"

"Sounds like a plan. Do you want to meet up right now?"

"If it's alright with you."

"Sure thing. See you then."

"Later, Ben."

With that Ben hung up. "Well, at least Starrk wants to actually do an activity. Wonder if he's only do this cause Lilynette bugged him into doing it."

Nelliel giggled at that. "Who knows? Maybe it was all Starrk's idea?"

Ben chuckled. "Can just imagine Lilynette's reaction." That caused them both to laugh. "Well, I better get going. I'll be back as soon as I can. I promise." Ben started heading out the door.

"Ben!" Nelliel quickly called. "Before you go..."

"Yeah?"

Nelliel suddenly grabbed Ben by his jacket and crushed his lips with her own. Ben was completely shocked as he noticed Nelliel's lips were very, very soft. And the kiss had the same effect on him as Tia's kisses did. Unfortunately the unexpected action left him in too much shock to properly respond. Nelliel tried to contain her excitement as she finally shared a kiss with her man. Sure it was she who initiated the kiss but she was certain, nay determined, for mutual kisses to be quite commonplace in their future. She finally pulled away, giggling at Ben's dumbfounded look.

"Hurry back, Ben," She said sweetly acting like a newlywed housewife.

Unable to get the speech part of his brain working, Ben numbly nodded his head and stumbled out the door like he had just been clubbed. Nelliel giggled some more as Ben dizzily made his way towards his car.

* * *

><p>As Ben drove along the street, he caught the sight of people taking pictures of him driving while others waved or pointed excitedly. Such was the price of fame. Still, at least the neighbors respected him enough to not push down his door. They were still a close community and defended their own. His neighborhood was pro-Ben Tennyson and didn't believe any of Harangue's nonsense. Though if they ever found out about five beautiful girls staying at his house, he didn't know what they would do.<p>

Speaking of Harangue, Ben learnt that the guy had hired Ulquiorra to dig up some dirt on him to use in his smear campaign. Honestly, the bespectacled middle-aged man seemed obsessed with denouncing Ben and calling him a menace. Either the guy needed something so people would listen to him or he didn't have a life. From what he'd learnt about Harangue from the internet thanks to Jimmy, the man was divorced. It seemed that his obnoxious attitude had driven away his wife and kids.

Ben trusted Ulquiorra but still Harangue needed dirt and Ulquiorra had an obligation to provide it. However, Ulquiorra was also obligated to Ben so the 4th Espada so while he provided information to Harangue; said information was going to be used as a weapon against the man and have everything backfire on him. Kevin was helping him and the older teen was devious. Ben smiled. It was good to know that two of his former enemies were getting along and looking out for him. 6 years ago, he and Kevin had been bitter enemies but now Kevin was like the big brother he never had. He'd become part of their family. It was hard to hate the guy and Ben still regretted when he wanted to kill Kevin that time when the Osmosian had gone mad from absorbing the Ultimatrix, becoming the being known as Ultimate Kevin. Now, Kevin's only 'evil acts' against Ben were some mild teasing for some laughs. Nothing malicious at all.

As he got closer to Mr. Smoothy's, Ben was wondering about what Starkk wanted to do. The guy wanted to hang out and he claimed Lilynette wanted to hang out as well. Those two Arrancar were not as antagonistic as most of the Espada. Starkk had been friendly, or at least didn't hold any contempt towards Ben. He and Ben never really hung out in Las Noches as the man preferred to nap. Still, Starkk respected the bearer of the Ultimatrix. When Lilynette had been loyal to Aizen, she had been upset when Ben betrayed them but she soon turned to joining the good guys. She was still a bit of a brat but now as much as she was in Las Noches.

His mind went back to the date he was going on with Nelliel. That meant the use of the ID mask again because Nelliel was like Tia and looked like a mature woman in her twenties. However, she was still very childish. So much like the little Nel he met in Hueco Mundo. He grinned to himself as he remembered first meeting her and her "brothers".

* * *

><p>"I'm going on a date with Ben!" said Nelliel on the phone excitedly.<p>

"That's wonderful news, Nelliel-sama!" said Dondochakka on the other end. "Finally, you will win his heart!"

"Just make sure to invite us to the wedding," Pesche added, causing the green-haired Arrancar to blush.

"Oh, stop it!" Nelliel giggled. But then she gasped. She needed a plan and an outfit. What would she wear? Also, where would they go on their date? Deciding to worry about what to wear first, she decided that she would go to the mall first.

"I'll call you two later," She said. "I have to go get some new clothes."

Her two Fraccion chuckled mischievously. "Got it, Nelliel-sama. Just make sure you don't Ben a heart attack!"

Nelliel flushed when she realized what they were talking about.

* * *

><p>Ben soon arrived at Mr. Smoothy's. Sure enough, Starrk and Lilynette were waiting. Ben chuckled to himself when he noticed several girls were eyeing Starrk while sporting blushes on their faces. Lilynette spotted Ben and waved.<p>

"Hey, Ben!" She called. "Over here!"

Ben got out of his car and went over to them. "Hey, guys. Good to see ya."

Starrk nodded and actually gave a small smile. "Same here."

"Can you believe this was all _this _lazy bum's idea?" Lilynette asked, pointing at Starrk with her thumb. "Starrk actually want to do something?"

"She started smacking me, thinking I must have hit my head," Starrk grumbled.

"What was I supposed to do?" Lilynette asked. "You're the guy that just lays around all day and suddenly you want to go _do_ something?"

Ben laughed at their antics. If he hadn't known they were two halves of the same being, he would have thought they were siblings. "So, how you two been?"

"Fine, I guess," Starrk said. Then he sighed. "Actually, there's something I wanted to talk to you about. Let's get some smoothies first."

Ben stared. "You actually want a smoothie?"

"Your cousin showed us some. But it's okay with you, I'll just have single flavors."

"Gwen told you about some of the smoothies you like," Lilynette stuck her tongue out in disgust. "How can you drink that stuff and not get sick?"

Ben rolled his eyes, knowing that everyone questioned his tastes. They were a lot better than Grandpa Max's taste in food.

The three ordered their smoothies and went down to drink.

"So, guys, what have all have you been up to lately?" Ben asked as he started drinking.

"Starrk's gonna become a bounty hunter," Lilynette answered. Saying it so blunt and casual caused Ben to choke on his smoothie and start sputtering. Starrk groaned.

"That could've gone better," He muttered.

"Sorry," Ben said once he got his breath back. "But seriously? You want to become a bounty hunter?"

"Not really," Starrk admitted. "But, heh, Gwen's parents were kind enough to give us a home so I figured I might as well earn my keep. Unfortunately the only thing I really know to do is fight."

"And sleep your butt off all day," Lilynette added.

Ben looked at the table. He was pretty sure Starrk would make a good bounty hunter. He was a deadly force when motivated. But he didn't have access to any of his powers or abilities.

"Been training with your grandpa to get used to fighting without my powers," Starrk told Ben as if he read the boy's mind. "Can't be much of a bounty hunter if I can't defend myself."

Ben was genuinely surprised. "You're training with Grandpa?"

"He suggested I become a member of the Plumbers but I don't know about that.

"But what do you need training for? You're the Primera, the most powerful Espada."

"While I'm stuck in this gigai, I can't use any of my powers. I need to adjust to that before I get into any tough spots. Let me get used to being a human before I become some space cop."

Lilynette grinned. "You'll kick ass, Starrk!"

Ben noticed several patrons expressing shock at hearing Lilynette and just grinned. The little Arrancar sure knew how to draw attention to herself. Especially since she looked like a little girl. If Starrk was aware of the disproving glances some of the parents were shooting him, as if they blamed him for Lilynette's language, he didn't show it.

"But," Starrk said. "That's not the only reason I called you here."

Ben looked at the Primera. "What's up?"

"Starrk's got a date with my teacher," Lilynette answered.

Ben guffawed. "W-WHAT?!"

Starrk scratched his head. "Got a call from Lilynette's school. Heard she's been causing trouble in class."

Lilynette snorted. "That place is for babies. I can't stand it." She looked at Ben now. "Bottom line is: Starrk got called to the school since he's my "legal guardian" and the moment he shows up: all the ladies go gaga over him."

Ben gave Starrk a sly look. "Wow. Who knew?"

Starrk snorted. "You're one to talk."

"Anyway, he goes to see my homeroom teacher and she's all head over heels for him. And once she finds out he's single..."

"And she's decided to discuss your behavior over dinner with him or something?" Ben finished as he tried to hold back his laughter.

Starrk sighed again. "Basically."

"And being such a big wuss, Starrk caved in and said yes."

"And you wanted me to help you out?" Ben asked.

"Yeah. You seem to be the expert on women, so I thought you could give me some pointers."

Ben frowned. Just because of the situation he was in, apparently everyone assumed he was an expert. Oh boy.

* * *

><p>As for Nelliel, she had gone to the mall to see what she should wear for her date with Ben. Of course, she was also wondering where they should go. Since it was a last minute thing, she knew it would have to something simple. After all, they'd have plenty more dates where things could be romantic like straight out out of her books.<p>

"Nelliel-chan! Nelliel-chan!"

Nelliel blinked. Was somebody calling her name?

"Nelliel-chan! Over here!"

Nelliel turned her head towards a beauty salon. She gasped when she saw Charlotte waving at her.

"Charlotte!" She called happily. She ran over. "What are you doing here?"

"Ah, this is where I work, Nelliel-chan." He then did an exaggerated hand motion to point out the beauty salon to her. "I help all these young ladies become so beautiful."

Nelliel smiled. She and Charlotte never really interacted much but she was grateful to him when he helped her and Ben against Nnoitra and Tesla. And, given his personality, a beauty parlor was actually ideal.

"So, Nelliel-chan," Charlotte said. "What brings you here?"

"Ben and I have a date today and I was trying to find some nice clothes to wear."

Charlotte gave Nelliel a wicked smile. "Well, I know a nice lingerie store that could help for _after_ the date."

Nelliel blushed bright red at Charlotte's implications. "B-Ben and I aren't that far yet!"

"_Yet_," Charlotte teased. "But I have a feeling that you will be soon."

Nelliel wouldn't deny that she had considered_ those_ kind of thoughts...but Sandra's stern lecture quickly snapped her to attention.

"We're not gonna rush things," She told him, not wanting to go through all the details.

Charlotte shrugged his shoulders. After all it was her business and he didn't want to be too nosey. "So what do you have planned?"

"Err...nothing. I kinda sprung it on him at the last minute."

Charlotte shook his head. "Nelliel-chan, something like dates should be planned in advance. Wanting a date right away is probably gonna put some pressure on Ben."

"I know. It's just...I couldn't stand Ben spending so much time with the others and not with me. I know we couldn't do something really romantic today but...I'm okay with it since I'll finally get some time with him."

Charlotte nodded in contemplation. "Well, then. Why not go to the gym?"

Nelliel raised a brow. "The gym?" What kind of place was that for a date?

"Mmm-hmm. The gym would be a perfect place for the two of you. Some nice working out, getting all hot and sweaty...and giving Ben a little tease of things to come."

Nelliel felt her face heat up once again at the same time she frowned in annoyance. "Where would you come up with something like that?"

"Oh the girls in there are gossiping all the time," Charlotte pointed back to the parlor with his thumb. "Always going on and on about the things they do for their men, their men do for them, this and that."

Nelliel looked at her feet. "Going out to eat sounds better."

Charlotte just chuckled. "Whatever you decide, Nelliel-chan. Well, I'd better back to work. Have a good date with Ben."

"Thanks!"

* * *

><p>Ben helped Starrk the best he could. It was an awkward talk but Starrk really didn't have any other place to turn to for dating advice. It just felt weird that a teen was giving dating advice to a guy who could possibly be hundreds of years old. It did make him feel a bit important but he quickly dismissed that thought. He really didn't need to stroke his ego. Ben was about to advise Starkk to be himself but then he amended himself. Starrk's usual behavior was that of a lazy slacker. Not very attractive to women who wanted a man that could provide for them and a potential family. All this teacher knew was that Starrk was Lilynett's guardian. Wouldn't she be surprised if she ever learnt that the two used to be one entity which split apart because of loneliness. So, Ben just told Starrk to be polite and a gentleman, and also to pay for everything. Since Starrk didn't have any money, he'd need some help there.<p>

Now, as he was driving home, Ben was considering what to do about his date with Nelliel. He couldn't do the same thing he'd done with Tier. That would send a bad message. No, he needed to consider something else. The Pier? They had a small amusement park at the pier and he and Nelliel could have fun. But, thoughts of the pier reminded him of...her. Dammit, why was it so hard?

Or, he could just make things simple and go to the movies, but then Nelliel might think he didn't think she was special since it did not compare to his and Tier's date. This was tricky. Then an idea came to him! He knew exactly who to go to for advice: Grandpa Max! Considering how popular his grandpa was with women and knew what it was like to be with alien ones, surely he could help. Activating his car's computer, Ben called Max.

"Ben?" Max's voice said from the computer. "Well this is a surprise. What can I do for you, Ben?"

"Grandpa, I need some help. Nelliel wants to go on a date and I can't think of anywhere to take her."

"I see," Max said. There was some silence as Max pondered some good suggestions for his grand-son. "Well, first off, what are some of the things she likes to do?"

Ben shrugged. "Reading mostly. There wasn't much stuff to do back in Hueco Mundo." He growled. "She had to put up with Nnoitra always challenging her to a fight."

"Nnoitra. One of the other Espada, huh?"

"And one of the worst."

Knowing that they were getting close to a sore subject, Max went back to their original one. "So, has Nelliel shown any new interests during her time in the living?"

Ben grinned. "She has a bit of a sweet tooth. Ice cream mostly but she likes other sweets too. I would've taken her to the Pier and got her some cotton candy but..." The silence that followed was all Max needed to know.

"I understand. Ben, I've been doing some thinking. These girls mean a lot to you but we both know that society wouldn't understand the bond that you all share."

"That's for sure."

"If you're serious about these girls, then I think it's best if you take them on dates...offworld."

Ben did a double take. "Offworld? As in go to other planets?"

"It would be for the best. Other species are less likely to judge you than humans would. Besides, most races out there are grateful for the human who saved the entire universe."

Ben thought about Max's suggestion. "That makes sense. But...what if Bellwood's in trouble?"

"What do you think I've been doing all this time?" Max asked in amusement. "I'm thinking your Arrancar friends can help with that."

"Huh?"

"Starrk showed me that thing that allows them to leave their gigai whenever they wish. The Arrancar are extremely powerful and can only be seen by a select few. I think they'd be perfect."

Ben stared straight ahead but his jaw hung open. "Arrancar...defend Bellwood?"

"While I'm not sure how many people could actually see them in their spirit forms, I'm willing to bet it's a select few. I'm sure Mila Rose, Sung-Sun, and Apacci wouldn't mind."

"Well, they are having trouble finding a decent job. Still..."

"I have the authority to deputize them until we can make them official Plumbers. If they're interested that is. But we can talk about that later. Let's get back to help you with your date. What do you say, Ben?"

"Well, if I can take the girls someplace where we don't have to worry about people judging us, I guess it couldn't hurt. Still, I better keep that ID Mask just in case they want to do Earth stuff."

"ID Mask?"

"Yeah, Paradox left me this ID Mask that lets me look like my future self."

"He did? Strange. Paradox has been quite active in your adventures lately. I wonder why."

"Maybe he's decided to be a little more social," Ben suggested.

"I doubt it. I'm thinking there's something coming and Paradox wants you to be ready."

Ben groaned. "Gee, thanks, Grandpa. Now I'm gonna have a bad feeling all day."

"Sorry. Anyway, keep the ID mask. It could come in handy even offworld. You have plenty of enemies that _aren't_ on Earth."

"Heh-heh. Good point."

"Since Nelliel has a bit of a sweet tooth, I know this planet that deals with some of the greatest ice sweet this side of the galaxy."

Ben's eyes widened. "No way. Alien ice cream?"

"It's a universal favorite, Ben_. _And I do mean _universal._ They have flavors that would put any on Earth to shame. I have a feeling Nelliel would love it."

"Well, sounds like a good a plan as any."

"It's called Bachanal. It's pretty much a planetwide resort making it's funding off intergalactic tourism."

"A resort planet?" Ben asked in amazement.

"Resort, amusement park, gambling halls, the planet deals with all sorts of entertainment and excitement."

"That...sounds like it's gonna cost a fortune." Ben admitted.

"Don't worry, I've been getting all kinds of requests from the administrators to have you come and visit."

Ben perked up. "Really?"

"Course. Ben Tennyson actually spending time at their resort would earn Bachanal even more publicity than ever.

Ben grinned. "That's perfect! Thanks, Grandpa."

"No problem, Ben."

"Hey, Grandpa."

"Yeah?"

"How do you know Ichigo's dad?"

Max chuckled. "After all this time you're just now asking me?"

Ben laughed sheepishly. "Slipped my mind."

"Isshin patched me up once when I doing some Plumber business in Japan years ago. I'm surprised we were able to keep the whole thing hush-hush. Isshin respected my privacy and never asked how I got those injuries. We became pretty good friends after that but we never stayed in contact with each other. Anyway, Isshin's always been an eccentric kinda guy but he's a dedicated father. Bragged constantly to me about his son and daughters."

"Heh. Kinda weird that he's Ichigo's dad. The two act nothing alike."

Ben had met Ichigo's father and even if the man was a former Shinigami Captain and a doctor, he just acted really goofy. The man just seemed to act more like a child but he could be responsible since he was raising three kids all by himself. His children did love him, even if he could be annoying at times. Now, thanks to Grandpa Max, he had an idea on what to do on his date with Nelliel. Offworld sounded good and alien ice cream did sound better. He just needed to know the name, its coordinates and they were good to go.

Nelliel would love this.

* * *

><p>"So, this is all surveillance equipment," said Ulquiorra as Kevin showed him the inside of his car's trunk.<p>

"Yeah, just some stuff I managed to get back in the day," said Kevin. "Not available on Earth."

Ulquiorra may not know much about machines but what he saw appeared very sophisticated and advanced by Earth standards. "So, we will use these devices to collect information on Harangue?"

"That's right," Kevin grinned. "These babies will record everything they see and send them back to a computer."

Ulquiorra had to admit that this was a good idea and Kevin's technology did appear similar to his own ability to record with his eyes.

"Now, time to plant some bugs," Kevin said, rubbing his hands together.

"How should we do it?"

"First we need to get inside Harangue's office. I say that you call him out, claiming you have something on Ben. While he's gone, I can sneak in and set up the equipment."

"What should I tell him? I fear he could use even a lie to harm Ben's reputation."

"Relax, I'll take care of it."

* * *

><p>Meanwhile, Ben had finally made it back home.<p>

"Nelliel!" He called once he got inside.

"She left a while ago, Ben," Mila Rose told him from the dining room. She was doing some more of her homework before school started tomorrow.

"Really?" Ben had one hand on his chin. "I'll go check the bookstore and see if she's there."

"What's up?" Apacci called from the kitchen.

Ben gave a nervous grin. "I'm uh, I'm taking Nelliel out today."

Mila Rose snapped her pencil in irritation while Apacci gave a slight growl. Ben frowned at their actions. Nelliel was right about them not liking her and that didn't sit well with him. He would have a word with them but first he'd take Nelliel on her date. Running upstairs to get the ID mask, Ben quickly donned it as he headed out the door.

"Bye, everyone! I'll be back!" He called in his older voice as he left. Unaware that Apacci and Mila Rose both shared an annoyed glance that Nelliel had beaten them to the punch.

Feeling confident in his older appearance, Ben drove his car right to Nelliel's workplace. He smiled to himself. A bookstore was the ideal place for her and he hoped this place his grandpa suggested would be an ideal dating spot. Parking the car, Ben got out. Hearing several gasps, Ben noticed that several people saw him getting out. Obviously they were expecting Ben Tennyons, not this older man. But hey, his mom said he could easily pass off as his own uncle so everyone could easily believe he was a family member. He flashed the watching patrons a grin and even saw several girls swoon when he did. Fighting down a chuckle, Ben made his way over to the bookstore.

Luckily enough, Nelliel was in the bookstore and over the moon.

"You were right!" She joyfully said to Anne. "All I needed was to be a little assertive and he said yes!"

Anne smiled at her friend. "See? Now what did I tell you?"

Just then the two heard the bell on the door ring, meaning they had a customer. Since she was still on shift, Anne turned around to greet the arrival. "Hello! Welcome to oh...wow."

Nelliel noticed Anne was staring open mouthed at whoever came in. Curious, she turned around and felt her eyes widened when she noticed Ben, wearing his ID mask, standing there. When he spotted her, he gave that smile. It was either because of how much she cared for him, or because she saw what a man he was gonna grow up to be, but she found herself weak in the knees seeing that smile.

"Hey, Nelliel. I found a great spot for our date. We can head out whenever you want."

Nelliel felt very conscious as she could practically feel everyone's eyes on her. Still, she was giddy when Ben mentioned their date.

"S-Sure, Ben," She said before freezing at her slip.

"Ben?" Anne asked.

"Name's Benjamin." Ben told her. "Ben for short. Nice to meet you."

"Same here," Anne replied, looking Ben up and down. Ben didn't gave indication that he noticed but Nelliel did and she found herself slightly annoyed.

"I'll be ready soon," Nelliel told Ben, who nodded.

"I'll go wait in the car until you're done," With that, he turned around and headed out the door. Nelliel looked back at Anne and noticed her head tilted a little. Nelliel turned her head where Anne was looking and her annoyance grew when she realized that Anne was looking at Ben's rear. Once Ben left, Anne looked back at Nelliel with a coy grin on her face.

"Well, well. You, girl, have _good _taste." Nelliel frowned and Anne laughed. "Can't blame a girl for enjoying the view. Those muscles, that beard, that _butt._" She laughed again when Nelliel's frown turned into a full out scowl that would put Ichigo to shame. Then Anne looked at something behind Nelliel. "And it looks like you've made some enemies."

Confused, Nelliel turned around and noticed several of the girls in the store, co-workers and customers, were sending glares her way. Some subtle and some out in the open.

"They're jealous that you've got such a hunk all to yourself," Anne explained.

_Not all to myself. _Nelliel thought to herself. But she quickly removed that thought.

"But seriously, Nelliel," Anne smiled. "I'm proud of you. If that guy's as sweet as you say as he is with those looks, you've really won a prize. I'm proud of you."

Nelliel smiled back. "Thanks, Anne."

"Now get out there and make sure that man gives you a good time. If he doesn't, I'm kicking his rear all the way to the moon."

Nelliel laughed at her friend as she headed towards the door. "Alright. Bye!"

* * *

><p>Ben didn't wait too long when Nelliel came out of the store and happily headed towards his car. Nelliel got into the passenger side and once Ben was certain she was buckled in, Ben started up the car and pulled out.<p>

"I wasn't expecting you to wear the ID mask," Nelliel told Ben as they drove. _Not that I'm complaining, s_he added to herself. "So...where we going?"

Ben smiled at her. "A special place Grandpa told me about. But we'll need the Rustbucket III."

Nelliel blinked. "Oh? How come? Are we leaving Bellwood?"

"Yep. We're going off-world."

"Off-world?" Nelliel's eyes widened. So far, the only worlds she was familiar with were Soul Society, Hueco Mundo, Hell and the living world. But to be able to travel to another planet, that was an opportunity she could not pass up. "You mean to another planet?"

"Yeah," he confirmed.

"Oh!" Nelliel had not expected that one. "The place Grandpa told me about is on a different planet. But from what he told me, you're gonna love it."

"Really? What's it like?"

"Uh uh." Ben grinned. "Spoilers."

Nelliel pouted. But then she giggled. Ben was surprising her? Oh, she couldn't wait. Then she realized something. "Um, so does this mean you won't need the mask?"

"Nah, I'll keep it on. Grandpa recommended that I still use it on other planets. My enemies aren't just on Earth after all."

Nelliel nodded, a small frown on her face.

"What's wrong?"

Ben's words snapped Nelliel out of her musing and she replied back. "Nothing, Ben."

Ben didn't believe it for a moment but he decided to respect her wishes and left the matter alone for the moment.

* * *

><p>As Kevin and Ulquiorra were putting a plan in motion to expose Harangue, Ulquiorra suddenly asked, "What does it feel like to be in love?"<p>

Kevin, completely taken by surprise, took a moment to answer, "That's a bit of a random question. What brought this up?"

"During my free time I've been studying the literature and came across something called a romance novel," said Ulquiorra.

"Oh, those things," Kevin sighed. "Yeah, those make me gag. Kinda sappy if you ask me."

"So, real love does not function that way," Ulquiorra concluded.

"Not exactly." Kevin pondered as he tried to think of the right thing to say. Talking about things like love wasn't exactly his cup of tea. "It's different for a lot of people. Little girls imagine fairy tale romances but they grow out of it. Usually. As for real love, well it's pretty subjective."

"Just like the love shared between you and Gwen Tennyson," stated Ulquiorra.

"I guess..." Kevin smiled a little at

"As I've been told, you were on bad terms with the Tennysons in the past,' Ulquiorra noted. "What changed?"

"Well, first of all, it was because I wanted to be a Plumber like my dad. Of course I needed to support myself so I did things my dad wouldn't have been proud of," said Kevin.

"You were trying to survive. You should not apologize for that," Ulquiorra pointed out. The Arrancar firmly believed in doing what was necessary in order to survive.

"I know, but part of me enjoyed that," Kevin admittedly guiltily. "Then I met Ben and Gwen again after half a decade. Things sure changed after that. Gwen and I grew closer and... well...we fell in love."

"She made you a better person," Ulquiorra understood.

Kevin nodded. "Yeah. She's always there for me, telling me when I mess up, but also supporting me when I'm down. Sometimes I feel like I ain't good enough for her. She's just amazing. Top of her class, a black belt, and she can use magic. Me? I'm an ex-con who doesn't even go to school."

"But you're working on getting a GED?" Ulquiorra asked.

"Yeah, she's helping me with that," Kevin explained. "She wants me to better myself and she makes me feel like I could be better than I could be."

"So, love is to support someone for better and for worse," Ulquiorra said. "That is insightful, Kevin Levin."

"Well it's more than that," Kevin added. "Love is...well is making the people that matter most to you happy. To make sure that nothing bad happens to them."

"That seems a rather difficult task,"

"Well, sure you can't protect them from everything. But like you said, love's about supporting each other. You go through the hard times together."

"And this love? It's powerful enough to withstand anything?" Ulquiorra asked.

"Ever heard that love conquers all?" Kevin asked. Ulquiorra shook his head. "It can if you're willing to try. Course, love is a feeling. It's kinda hard to describe."

Ulquiorra cupped his chin in thought. Love was a feeling. It was understandable that one like he, who had little to no emotions, would have trouble understanding it.

"Why all this anyway?" Kevin asked. Then it came to him, causing Kevin to grin. "It's about Orihime isn't it?"

"Correct."

"You're in love with her?"

"I'm not sure I could call it love," Ulquiorra answered. "But something about her makes me feel differently. She is always in my mind...and I think about her time in Hueco Mundo."

"Feeling kinda guilty?"

"Perhaps. While I did not harm her physically, I toyed with her mind, in hopes of turning her completely to Aizen's side. And when she suffered abuse under Loly and Menoly, I did not thing to stop it. In fact, I interfered when Kurosaki tried to. It was only thanks to Harribel and Nelliel that she was safe."

Kevin whistled.

"And yet, as I was dying, she didn't seem to hate me. She certainly didn't fear me. Instead she was sad for me. Pitied me. Why she would after all that I, that Aizen, that we all put her through, I cannot comprehend."

"Seems like Orihime alright. She's just too nice of a person sometimes." Kevin figured.

"An interesting phenomenon in a world of violence," Ulquiorra noted.

"Maybe that's why she interests you so much," Kevin theorized. "She's something you're not used to."

"Perhaps, Kevin. Perhaps."

"Maybe you should spend some time with her," Kevin offered. "You know, have her come here. I'd say you go visit her but aside from the whole Harangue thing, isn't her home like Shinigami Central?"

"Somewhat. Karakura Town is a place of incredible spiritual power, though no doubt thanks to Ichigo, his father, and the other Shinigami who have decided to take residents there."

"Then it might be better if Orihime came to visit you."

"Hmm. Maybe."

* * *

><p>Nelliel was trying to contain her excitement as she strapped down in the Rustbucket III. Not only was she going on her first date with Ben, they were actually going to outer space! Nelliel couldn't help but wonder what space would be like, not to mention the planet they'd be going towards. She also couldn't help but gloat in her mind how her date was the first one offworld and not the other girls.<p>

"Ready, Nelliel?" Ben asked as he started up the engine.

"Ready," She replied back. But then as an afterthought. "Are you sure it'll be okay with just the two us?"

"No sweat. I've handled this thing plenty of times in the past. Don't worry, Nelliel."

Nelliel let out a breath. "Sorry, I guess I'm nervous and excited. My first time in outer space!"

Ben smiled at her. "Don't worry. I'll make sure you enjoy it."

Nelliel smiled back. "I know I will."

Once the engine was started, Ben took off from the ground. Once they made some good air, he set the jet to fly right up to the atmosphere. Though Nelliel was no stranger to all this fast flying, she found herself hold on tightly as she felt them leaving the atmosphere. The g-force was having a powerful effect on her. She closed her eyes to help her ease through it. After what seemed to be an eternity, the jet righted itself and the g-force was over.

"It's over, Nelliel." Ben said softly. "I've activated the artificial gravity

Nelliel opened her eyes. Curiously she looked out the window. "Oh, wow."

Space was beautiful in her opinion. The vast darkness mixed with the lights of the stars. It had a majestic feel to it all. Then Nelliel turned her head, gasping. "Ben! Is that the Earth?"

"Uh-huh." Ben couldn't help but smile as Nelliel was undergoing a childlike wonder to her surroundings.

"It's beautiful." Nelliel practically whispered as she looked at the distant Earth.

"Yep," Ben chuckled. "No place like home." He set the coordinates Max had told him for the planet Bachanal. "But, hopefully this planet will be loads of fun."

Nelliel smiled as she got out her seat to get a better view of the outside. "I'm sure it will, Ben." She said, though her attention was on the spectacle outside.

* * *

><p>Back in Hueco Mundo, Loly was searching through the wreckage of Las Nochez.<p>

"Come on!" She screamed in frustration as she looked through Szayel's old lab. "There's got to be something!"

"What are you looking for?" Menoly asked her.

"Something to get us to wherever Tennyson's at!" Loly snapped angrily. "Without getting found out by those Shinigami!"

Menoly was really worried. Loly was obsessed with getting her revenge on Ben Tennyson. Menoly could understand her anger but how could they pull it off? Ben was apparently allied with the Shinigami, and he was friends with the remaining Espada. While Loly was confident she could go up against them, Menoly knew that unless they had a good plan, they wouldn't stand a chance. Even if she didn't know it, she always was the one with the common sense.

"But even if we get to the living world, how are we gonna find him?" Menoly asked.

"Oh, we will," Loly answered. "We'll find him and we will make him suffer. His friends, his family, they're all going to pay!"

Menoly looked at her, worried beyond belief. Sure there was that hatred against Orihime but that paled in comparison to the rage Loly was feeling now. This revenge thing; yes she wanted to avenge their Aizen-sama...but looking at what it was doing to Loly, Menoly wondered if it was really worth it in the end.

**End of Chapter**

**Well, everyone. That's the end of the first part to Ben's date with Nelliel. I know there wasn't any action in this chapter and I intended to do the full date but I figured that would take too long and I've made you guys long enough. But now that I can do the rest of the date in another chapter, I'm able to add some action scenes in it. **

**So, in the next chapter, Ben and Nelliel go to the planet Bachanal to enjoy all that they can. But just because Ben's left Earth, doesn't mean he's left trouble. **

**It was tricky at first, but I found that I can somewhat balance working between two different stories. This one and my Transformers story, Dawn of the Dinobots. Now I've completed DotD and I'm going to take a break before I make its sequel. I want to write other stories but unfortunately, I can't think of anything to write about. **

**Anyway before we go, I will address something. You know how in the last chapter, me and Sallem were debating whether or not to add Yoruichi into Ben's harem. I've decided not to. I'm perfectly content with the girls that Ben is paired with. I'm gonna write this story my way!**


	10. Date with Nelliel part 2

**Disclaimer: Ben 10 and Bleach do not belong to me**

**For those who were wondering, Ichigo will return. I know I had Ben hog the spotlight in the first volume and I do hope to make up for it here. Ichigo and the rest of the Bleach gang WILL return to the story. Now I'm not saying when, but they will. As for Omniverse, I do intend to incorporate elements of that show to this series. Maybe in this volume, maybe in Volume III if I can pull it off. I already have an amusing idea who Princess Looma gets engaged to instead of Ben. Also, remember when I said that the OOC moments from Volume I will be addressed and lampshaded? I'll be doing the same thing to other issues such as obvious things, like how none of the Bleach characters knew that Ben was a big celebrity. I will also try to find logical explanations for some things though, like how nobody seems to have noticed five different women living with Ben. Anyway, on with the story!**

**Date with Nelliel-Part 2**

"So, Ben went on a date with Nelliel."

Tia was in the living room of the Tennyson house. The Tres Bestias were all sitting around, each one with an annoyed look on her face.

"I can't believe that bitch beat us to it," Apacci growled angrily.

Mila Rose and Sung-Sun said nothing but the looks on their faces clearly showed they felt the same way. Tia sighed at the sight.

"You three may not like it but Nelliel is part of our…little group. The three of you will have to accept this."

The girls looked at the ground. They knew their mistress was right but that didn't make things any better. They could tolerate having to share Ben with each other and Harribel-sama. But Nelliel, Nelliel was the literal fifth wheel in their opinion. Maybe the fact that Nelliel got on their nerves when she was a child was another reason.

Tia fought back the urge to sigh again. She knew that it was going to take some adjustment to but it was for the best. Perhaps having to share Ben could teach all of them to get along with each other. She decided to take her presence elsewhere and went upstairs to Ben's room. It was just the way he had left it before going off on his date. Of course the date was so sudden after all. Tia smiled a little as she remembered last night, the feeling of her loved one holding her so closely but still being so shy. She hoped that she hadn't made him uncomfortable with such a bold move. He was still sixteen after all.

But then her musings were interrupted by a scratch at the window. Confused, Tia turned to see a black cat at the window, pawing at the glass. Taking a moment to wonder how a cat even got up there, Tia went to the window and opened it. The cat leaped inside the moment she did.

"Hello, little one," Tia said softly. "Where did you come from?"

Then, to her shock, the cat seemed to smile. "Hello, Tia," it replied in a male's voice.

Tia was taken aback by this. A talking cat? Sure she had seen plenty of strange things before but…

"Do I know you?"

"Yes, but you haven't seen me in this form before," the cat said. "I'm Yoruichi."

"Y…Yoruichi? I didn't know you can turn into a cat."

"There's a lot of my abilities you don't know about," Yoruichi said.

"But why do you sound like a man?"

"Side effect of the transformation," Yoruichi explained. "Though it's amusing when I show my true form to people for the first time." She chuckled. "Poor Ichigo nearly had a heart attack."

"I can imagine," Tia said. "So what brings you here, Yoruichi?"

Yoruichi looked around the room, then at the door. Tia figured out her concern and went over to close it. Once she did, Yoruichi hopped on the bed.

"I've already discussed this with everyone else back at Los Soledad, but you were unconscious at the time" Yoruichi told Tia. Then she went on to explain what she had already told everyone else. About how Soul Society was afraid of Ben due to all the things he did and could do, about how his good-willed plan to turn Hollows into Arrancar could be mistaken as a power play, and everything in between. The conversation was told quietly so as not to disturb the Tennyson family and by the end of it, Tia felt grim.

"I'm sorry but you have a right to know," Yoruichi told her. "The Central 46 are upset enough that you Arrancar are in the human world and it was sheer luck that Yamamoto convinced them you wouldn't do anything."

"The Captain-Commander?"

"Well, Kyoraku and Ukitake had to do some convincing to him on their part but still all the same."

"I see." Tia got up and went over to look outside the window. "You really think it will come to war?"

"Hard to say," Yoruichi admitted. "Those higher ups will do anything to prevent something they see as a threat."

"Will they use any means necessary?"

Yoruichi looked at her paws. Her silence was all Tia needed.

"Thank you for telling me this, Yoruichi. I appreciate it."

Yoruichi smiled softly. "You have a right to know."

Tia went away from the window. "I need to find Ulquiorra."

Yoruichi blinked. "Why?"

"While I hope to avoid conflict, I must consider the possibility it will occur. If that is the case, I will have to become stronger. Ulquiorra found a way to obtain a second form of Resurrección called Segunda Etapa."

Yoruichi's eyes widened. "A second form? Something like that is possible?"

"As far as I know, Ulquiorra is the only one to have obtained it. I need him to teach me how I can obtain it too."

Yoruichi felt a shiver run down her spine. Tia had been the Third Espada in Aizen's army with her regular power. If she obtained this second form, just how much stronger would she become?

* * *

><p>Ben couldn't keep a smile off his face as Nelliel oohed and aahed at all the sights outside the Rustbucket III. It was…pretty cute. It also reminded him of her child-like form. Ben gave a low chuckle at the thought.<p>

"What's so funny, Ben?" Nelliel asked, having heard him.

"I've never seen anyone be so excited about being in space before," Ben replied. He was certain she was more excited than he had ever been. Then again, his reasons for going into space were never for luxuries.

"But it's so amazing!" Nelliel went back to looking out the window. "The stars, the planets, space itself!"

Ben chuckled again. "You're just like a little kid."

"Ben!" Nelliel pouted.

"Hey, I meant that as a compliment. It's cute."

Nelliel was taken aback but blushed a little at him calling her cute. Hopefully that showed he was becoming comfortable with this whole sharing situation.

But of course, Ben was still pretty nervous. But his nervousness was more about making sure Nelliel had a good time.

"Hey, Ben?"

"Yeah?"

"Um, what time is it going to be when we get back home?"

Ben raised an eyebrow. "Why would you ask that?"

"'Cause it seems this planet is pretty far away from Earth. Which means it's probably gonna take us some days to get there and back."

Ben looked back at her in confusion. Nelliel giggled sheepishly.

"I've read a few sci-fi books that dealt with space travel. And I don't want you to miss school because of me."

Ben smiled. "Don't worry, Nelliel. My teachers are pretty understanding. They know that I'm busy saving the world and stuff like that." Then he frowned. "Though they always make sure that I make up my work later."

Nelliel laughed. "Okay. As long as I don't get in the way."

Ben smiled again. "You'd never get in the way, Nelliel."

Silence passed between them but each felt a light blush on their faces. Nelliel was excited. She was finally getting her date with Ben and it was on a whole other planet. Not even Tia could brag about something like that...even if she did get her date first.

Ben was nervous about the date too but his mind was on other things, too. No doubt when they'd get back, Apacci, Mila Rose, and Sung-Sun would want dates too. Not wanting to disappoint any of them, Ben would have to think of places to take them. He just hoped he could pick good ones. But that would have to wait until later. Right now he was with Nelliel and Ben was determined to make sure she had a good time.

"Besides," Ben told her. "Kevin's probably loaded so much equipment in this thing, we might get to Bachanal and back to Earth in no time."

"I remember how fast he made this go that one time we went to beach," Nelliel remembered.

"Well, then. Let's see how fast this baby can go!"

Ben punched in a few buttons and pulled a lever. The next thing Nelliel knew was everything outside the ship suddenly becoming blurry. Were they about to go the light speed that she had read in so many sci-fi novels? Oh she was so excited! She eagerly looked outside and her face lit up with glee. Everything around them looked like a big blur. So this was what space travel felt like. It was wonderful.

And then, in really not time at all, Ben slowed down the ship and everything looked back to normal. Nelliel blinked in surprise. "Ben? We're already there?"

"Looks like it." Ben checked the computer to make sure. "Yep. We're here alright. Man, whatever Kevin put in this thing really works."

Nelliel grinned playfully. "Wonder how he got them."

Ben laughed. "Don't think I _want_ to know."

The two shared a laugh at that for a moment before Ben looked outside. "Bachanal should be around here somewhere." He spotted something in the distant. "Not like it's hard to spot."

Nelliel got up from her seat and went to the cockpit. "Oooh," she gasped at the sight.

Not too far away from the Rustbucket III was a massive planet. Possibly as big as Jupiter if not more so. It was rather grayish and didn't seem all that much to look at.

"Ben, what are all those sparkles around the planet?" Nelliel asked, pointing out said sparkles.

Ben squinted his eyes as if that would help him see better. "I think they're...lights. But what could be bright enough to be seen from space?"

"We'll never know unless we land,"

"Good point. Strap in, Nelliel. I'm taking her down."

Nelliel nodded and eagerly got back in her seat, buckling up for extra safety. Once she was set in, Ben set the ship on a course towards Bachanal.

* * *

><p>Once the couple entered the planet's atmosphere, they could see that appearances could be deceiving. Ben and Nelliel were staring at what seemed to be a massive city before them. The buildings, the lights...<p>

"It's beautiful," Nelliel said.

"I think we landed in the Las Vegas of the universe," Ben commented.

Just then there was a voice on the ship's radio, startling the two out of their wonder.

"Unknown ship, identify yourself."

Ben pressed the reply button. "Yes, this is Ben Tennyson, I'm..."

"Ben Tennyson! _The _Ben Tennyson?!"

Ben grinned. "The one and only."

Suddenly two smaller red ships appeared in front of the Rustbucket III.

"We've heard that one before," said another, gruffer voice. "How about you show us some proof that you're the real Ben Tennyson."

Ben grinned. "Gladly." He activated the Ultimatrix and slammed the dial down. In a flash of green light, he turned into Four Arms. "There. That good enough for ya?"

"You're the real deal, alright. Follow us to the docking bay. We've been expecting you."

Four Arms grinned as he changed back into Ben. "Sweet."

"What did they mean by, they heard that one before?" Nelliel asked.

"Must've dealt with imposters trying to get inside for free or something," Ben figured as he followed the two red ships.

"People would actually try that?"

"People do it on Earth all the time."

Ben was guided to the docking bay where loads of ships of various shapes and sizes resided. Ben whistled. "Talk about trying to find a good parking space."

"Do all these ships belong to aliens?" Nelliel asked.

"Most likely. I mean, there aren't many human Plumbers that leave Earth so..."

Nelliel was starting to feel nervous again. The only aliens she was really used to were the ones that Ben transformed into. And Azmuth.

"Well. Something tells me that's meant for us."

Nelliel looked for what Ben was talking about and her eyes widened to see a space where a group of different aliens were gathered. They had left enough space for Ben to actually park his ship. Slowly and carefully, Ben was able to land the Rustbucket III.

"Guess we better go and greet the welcoming committee," Ben said as he unstrapped himself. Nelliel nodded as she unstrapped herself. The two got up from their seats and headed towards the walkway. Ben quickly grabbed his ID mask and put it on. Nelliel felt excited again as Ben became his handsome older self once more. "Shall we go?"

Nelliel nodded. As Ben started walking she shot out her hand and grabbed Ben's own. The action took him by surprise and he looked at their joined hands before looking up at Nelliel. Suddenly feeling shy, Nelliel averted her eyes but still kept that smile on her face. Giving a smile back, Ben intertwined their fingers. The action filled Nelliel up with warmth.

Once they got off the ship, the two were greeted by what appeared to be the place's security force. They had muscular humanoid appearances but their bodies were covered in blue and white armor that completely covered their bodies with helmets that covered their faces. They nodded respectively.

"Right this way, please. The boss would like to see you."

Ben and Nelliel looked at each other and couldn't help but feel a little tense. Ben had seen enough shows and Nelliel had read enough books to know that when someone says their boss wants to see you, it ain't good news. Giving Nelliel's hand a reassuring squeeze, Ben nodded at the armored guards.

As the couple were guided to wherever this boss was, they took in time to see the sights. Unfortunately all they could make out at the moment were the buildings.

"So, uh,...were are all the rides and stuff?" Ben risked asking.

"Around," one of the guards replied. "You're only in the docking district of Bachanal so there's nothing to see yet."

"Docking district?"

"Bachana is the paradise planet," the other guard replied. "The various forms of entertainment and enjoyment are divided into different sections."

"Why?" Nelliel asked.

"To suit the various needs of the many travelers who come here. There's the gambling district for those who hope to make it rich, the carnival district for families, the performance district, but we'll let the boss explain it all to you once you meet her."

"_Her?"_ Ben asked in surprise.

"Yep," one of the guards said and Ben was certain he was smirking. "And the boss has been pretty interested in having _you _show up. Nice ID-mask by the way."

Ben was about to comment when the other guard spoke up.

"You think you're the first celebrity to show up here? Please, this is the hot spot of the universe. All the big stars come here to just relax and have fun. Though we haven't had the pleasure of _you _coming here. It's an honor. In fact, can I ask you something?"

"Uh...sure. What's up?"

"Can I have an autograph before you leave? It's for my kids."

Ben grinned. "Hey, sure. Anything for the kids."

Nelliel couldn't help but giggle at Ben's antics and started to feel a little bit more comfortable. These guards were obviously just doing their jobs instead of trying to cause trouble. No offense to them though, but Nelliel was certain she and Ben could handle them.

The guards led Ben and Nelliel to an elevator and the couple stepped inside with the guards following after. One guard pressed a button that Ben guesses was to the top floor. Usually people in big business had their offices there. At least they did in the cartoons.

Nelliel was excited. This reminded her of a scene in one of the books she read where the hero was going up against this crooked businessman who pretty much owned everything in town. Hopefully it wouldn't be the same here. She honestly wanted to have a nice date with Ben.

The elevator moved pretty quickly and soon came to a stop. The door opened to reveal a hallway.

"Right this way," one of the guards said as they all left the elevator. Ben and Nelliel were guided down the hallway to one last door at the end.

"This is the boss's office." The other guard said as he opened the door.

Ben and Nelliel gasped as they were ushered into a lavish office. Just right for a stereotypical big bucks type

"Are we in an office or a penthouse suite?" Ben asked as he noticed various forms of artwork. Paintings of various images and colors that Ben never even knew existed. Then there was sculptures made of Ben could've sworn was taydenite.

Nelliel gazed around at the artworks that littered the office. "They're so beautiful."

"I'm glad you like it."

Ben and Nelliel whipped their heads around to the direction of the female voice.

A humanoid female walked in. And in an honest opinion, she was quite lovely. She had a humanoid figure but her obviously turquoise colored skin made it obvious she wasn't human. Of course there was also the fact that she had horns and fangs. Sheesh, she looked like one of those corporate demons from a cheap Saturday morning cartoon show! But unlike the cartoonish demons, she actually looked intimidating. Ben felt tense and he must have showed it because she laughed.

"There's really nothing to be worried about, Ben Tennyson. I can assure you that I don't have any ill will to you or your companion."

Ben relaxed a little as the horned woman went over to her desk, a finely made one that had some sort of wooden quality to it. Though it didn't look like any wood from Earth.

"I must admit that the ID mask is an interesting touch. It's not uncommon for celebrities who come here to enjoy their stay incognito but from what I've heard about you, Mr. Tennyson, you're not really the inconspicuous type."

Nelliel gave Ben a playful look as said boy chuckled sheepishly. "Well..."

"By the way, I'm very sorry for not introducing my self. I am none as Ch'zell."

_Even sounds demonic, _Ben thought to himself.

"I already know you are, Mr. Tennyson. Who is your lovely companion?"

Nelliel blushed at being called lovely. She gave a polite bow. "I am Nelliel Tu Odelschwanck. It is very nice to meet you and thank you for allowing us to come here."

Ch'zell smiled. "What a polite girl you are. And such an interesting name. German?"

Nelliel and Ben both blinked at that. "You know..."

"German?" Ch'zell asked. "Why yes. I am actually quite knowledgeable in most, if not all of your Earth customs and cultures. As I am with known races of the universe."

Nelliel and Ben were both confused and it only made Ch'zell laugh.

"You do know why Bachanal is so popular?" She got up from her desk. "It's because the numerous attractions appeal to so many cultures. Almost every species out there can find something they enjoy on this planet. Something that can usually be only found on their own home worlds. You know how business always talk about giving their customers what they want? Well on Bachanal, we do give the customers what they want. The planet of pleasure, that's what we're called."

"So...you study planets' cultures and then make attractions based on them?"

"Basically," Ch'zell replied. "Though I must admit that compared to most races, humans are perhaps some of the most diverse beings I have ever studied. So many different cultures, traditions, even multiple languages on just one planet. You humans are truly unique." Then she shamelessly looked Ben over. "And not too bad on the eyes if I do say so myself."

Ben just stood there in wide eyed shock while Nelliel found herself tightly clenching her fists. Ch'zell laughed again. "You must be a very special woman to have gotten Ben Tennyson's heart, Nelliel. Don't worry, though. I'd never dream of stealing another woman's man away from them. He's all yours."

_Not exactly, _Ben and Nelliel unknowingly thought at the same time.

"However, we had been hoping for some time that the legendary Ben Tennyson would grace us with his presence. I contacted Max Tennyson, who is a celebrity in his own right, about having you come here. Seems he finally took our offer into consideration."

Ben then realized something with a sinking feeling. This place had to **expensive!** How in the world was he gonna afford all of this? His panic was punctured by Ch'zell's laughter.

"I know that look. You're obviously wondering how you hope to pay for your stay here. While I'm certain that a hero like you wouldn't have any difficulty coming up with a proper sum, far be it for me to be so stingy to the universe' savior. And since you decided to share your stay here with a date, it would make me look terrible. So for today, I am giving you a special offer of unlimited access to the entire planet."

Ben's jaw hung and Nelliel gasped in shock. Unlimited access? To the entire planet?!

"I believe the boy who saved the entire universe deserves that as a reward," Ch'zell said, pleased with their expressions. "However, I do ask for one thing in return."

That brought Ben out of his stupor real quick. "Yes?"

"It's obvious that you wish to enjoy your date without bringing attention to yourself and I can understand that. But, before you go, I would greatly appreciate it if you would reveal yourself and announce what a wonderful time you had here. News of the great Ben 10 enjoying his time here will certainly draw in even more customers."

"I'm doing endorsements now?" Ben asked. "Cool!"

"Does this mean you'll do it?"

"Yeah, sure. But first," Ben took Nelliel's hand in his again. "I'm gonna make sure Nelliel has a good time."

Nelliel smiled happily and Ch'zell smiled at the two.

"Of course. I certainly wouldn't want such a great hero and his date to be unsatisfied. You two go out and enjoy yourselves. I'll have an escort show you the way around."

"Thank you!"

Ch'zell smiled to herself as the two left hand in hand. "Ah...to be young and in love."

Ben and Nelliel were escorted by the guards to what appeared to be some sort of train station. Loads of different aliens waited in crowds while others boarded trains that seemed to shoot off in all kinds of directions. "What's this?"

"The trains take visitors to different parts of Bachanal that they wish to visit."

"So the attractions really are all over the planet?"

"Of course. That's one of the main reasons Bachanal is so popular. Many would kill to come here."

Ben and Nelliel looked at each other, having a funny feeling that he seriously meant kill.

"So, where would you two like to go?"

"What all do you have here?" Ben asked.

"Well, for couples, I highly recommend the Carnival district. That contains all sorts of rides and games for couples like you to enjoy."

"Sounds fun," Nelliel said, looking at Ben. "Can we go there, Ben?"

The hero smiled. "Sure thing."

The guard nodded. "Very well, I'll take you to the Carnival train." The couple followed the guard to where one group was waiting. "These people are waiting for the train to the carnival district. Once the train arrives, hop in and it will take you to the Carnival district. Now remember, if you ever get lost, there are plenty of directories to assist you. Thank you and enjoy your stay."

"Thanks!" Ben and Nelliel both said as the guard walked off.

"The guards here are pretty nice, actually," Nelliel said as they joined in the crowd for the carnival.

Ben nodded. "I've got to make sure to give that one guy my autograph."

"It's amazing how much of a celebrity you are."

"You kidding? I once got a whole bunch of awards from people from different planets."

"Really?"

"And one time, when Kevin and I had to deal with an intergalactic court issue, the judge favored me because he thought the case was a waste of my time."

"Wow. What was the case about?"

"It was..." But the words died when Ben remembered what the case was about. It was about ownership of Ship, a dog-like Mechamorph who become attached to...Julie.

Nelliel noticed Ben's suddenly sad look but before she could say anything, a train pulled in front of the crowd. They start bustling inside once the trains' doors opened. "Come on, Ben. The train's here."

"Uh-wha? Oh, yeah!" Ben and Nelliel quickly hurried inside along with the rest of the crowd. Unfortunately most of the seats were taken so Ben and Nellilel were among those who had to stand. Once inside, Nelliel looked around. So many different kinds of aliens. Some with tentacles, some covered in fur, and some with so many eyes. But despite their appearances, Nelliel smiled when she saw that some of the aliens were couples. Some would hold hands, some would stay close together, and the next part really warmed her. Some were even families. A husband and wife and their children together. The children had such excited looks on their faces, obviously looking forward to the carnival. Nelliel couldn't help but smile at the sight.

Suddenly the train started moving. Having been distracted, Nelliel wasn't prepared and found herself falling backwards. But Ben quickly caught her. "You okay?"

Nelliel looked up at Ben, noticing how close the two of them were. "Y-yeah."

With his other hand grabbing onto a pole for support, Ben held Nelliel close to his chest. "That was pretty sudden wasn't it?"

Nelliel nodded, blushing a little at the close contact. "I've never ridden a train before but I still should've expected that."

Ben grinned. "Don't worry. You get used to it."

The train ride was enjoyable for the couple, Nelliel especially as she was pressed against her date. She just couldn't help but sigh as he put his arm around her to support her. He, on the other hand, had his heart beating as her breasts were pressed against his chest. Nelliel, as an adult, had a very curvaceous figure that supermodels would kill for. Her bust size rivaled many of the women that Ben had gotten to know in the past few months. Though in perfect honesty, he wasn't certain who was bigger between Tia or Nelliel. Then his eyes widened when he realized where his train of thought was going.

Fortunately, the train finally reached the Carnival District and the pair exited the train together. As soon as they ventured into the Carnival District, Nelliel's eyes went as bright as suns as she saw what it was like.

"Oh, Ben. It's amazing!"

Before them was a sight that made Ben think of Disneyworld, Orlando Studios, Six Flags, and any other amusement park put together. No wonder Bachanal was such an awesome place. Rides as far as the eye could see, and Ben could see several contestants playing games that reminded him of ones played back on Earth. And the sweet smells of delicious treats filled his nostrils.

"Oh, Ben!" Unable to contain herself, Nelliel embraced Ben tightly. "Oh thank you, thank you!"

Forcing himself to fight his typical reaction to Nelliel's hugging, Ben gave her a gentle hug back. "I'm glad you like it, Nelliel." Ben then spotted something on a nearby streetlight. "Hey, that must be one of those directories the guard mentioned." The two went over to examine it. Not only did the directory show them a detailed map of the Carnival district, also of the whole planet itself.

Bachanal didn't just have a Carnival District. According to Ch'zell, all forms of entertainment could be found on the planet. It was the centre of entertainment and pleasure in the entire galaxy, after all. The Carnival District was just one of its many attractions.

There was the Gambling District, the Theatre District, the Games District and a Pleasure District for adults. There was also a resort area with a beach near an ocean. Many of the aquatic alien species felt at home there and species who didn't have as much water could enjoy various water-based activities as well. And also a Shopping District for anyone interested in buying themselves a souvenir.

The Carnival District reminded Ben of the Carnivals on Earth. There were various rides but on Bachanal they had a bit of an alien twist. Nelliel, with her childish nature, wore a huge megawatt smile as she took it all in.

"Ben, this is wonderful," she said. There was so much to do, which was a bit of a problem. "I don't know where to even begin."

"How about we start with something small?" Ben suggested. "Let's look around a bit and see what we can find."

"OK!" Nelliel beamed as she took Ben's hand and the two walked deeper into the Carnival District to see what kind of fun they could have together.

* * *

><p>The rides were not unlike the ones on Earth. It seemed that even aliens could appreciate 'primitive' forms of entertainment. With the advanced technology, though, what would be a normal carnival ride on Earth was taken up to several levels. The Rocket-Powered Coaster for one was definitely intense and Ben was grateful that he had not eaten or else he would've thrown up like Upchuck. Nelliel, on the other hand, was screaming with excitement as she rode the roller coaster.<p>

Then they went on a Merry-Go-Round with horses that were more alien to Ben that he'd ever seen. Nelliel and Ben got on one as it went around, the girl hugging him around the waist. Sure, Ben felt kinda silly for riding a merry-go-round, especially since he looked like an adult, but he couldn't deny the pleasant feeling of Nelliel's arms around him and her snuggling into his back.

Following that, they went on Bumper Cars, only these Bumper Cars had lasers.

One ride caught her interest. It was a Tunnel of Love and with a smile the green-haired Arrancar pulled Ben over to stand in line. Speaking of lines, Ben did not use his celebrity status to cut in line. That would be just taking advantage of his fame. Being a hero wasn't about the perks but helping people. In disguise, nobody recognized him. Some were surprised to see a human amongst them but they assumed he was probably just a Plumber from Earth on vacation.

"Ben?"

Ben blinked as he heard his name being called and he turned to see a familiar face. It was a tall and muscular Petrosapien that resembled his Diamondhead form.

"Oh, sorry," Tetrax Shard apologized. "I thought you were somebody else."

Ben smiled and confirmed, "You didn't get it wrong, Tetrax. It's me."

"Ben?" Tetrax blinked. "Ah, an ID Mask, right?"

"Gotcha," smiled Ben. "And Gluto, long time no see."

"Ben, who are these?" Nelliel asked.

"Some old friends of mine," said Ben. "Nelliel, I want you to meet Tetrax Shard. Tetrax, this is Nelliel," Ben said.

"Nice to meet you," said Tetrax.

"And this is Gluto," said Ben, referring to the blob with Tetrax.

"Ah, he's so cute," Nelliel complimented and Gluto blushed.

Tetrax chuckled at his partner's embarrassment. "I think you just made his day, Miss Nelliel."

"Oh, you can call me, Nelliel, Mr. Tetrax. Any friend of Ben's is a friend of mine."

Tetrax smiled. "Looks like you got yourself a winner, there."

Ben smiled. _You have no idea._

"Well, I better not waste your time waiting for the ride. Great seeing you again, Ben."

Ben grinned. "Great seeing you too, Tetrax."

"Bye, Tetrax! Bye, Gluto!" Nelliel waved as the two aliens left off to enjoy more rides.

"Wow. I never expected to run into those guys here."

"Think we'll run into anyone else you know?" Nelliel asked.

"With a place like this, probably."

The line started moving again and Nelliel felt her excitement build up. She thought maybe the tunnel of love should wait until the end of the date but part of her couldn't wait. She had something special in mind for when they'd go in and she was really looking forward to it. She hoped Ben would like it.

As for Ben himself, well his thoughts started drifting back to the whole situation. You can't expect a guy to just be instantly cool when he's sharing himself with five beauties now can you? All kinds of worries and thoughts went into his head. Would he be a good boyfriend? Would he wind up favoring one girl over the others? He remembered his times with Julie, as painful as remembering them was. They had some good times and they had some bad times. Back when Ben had really let the fame go to his head and wound up ignoring Julie. Ben tried to justify it by saying it was his hero duty but he knew deep down it was all about the fame and glory. He was determined to not make the same mistakes now. But, there was that little part of him that felt like he was being pressured into all this and didn't know if sharing was any different than trying to pick one girl out of the whole group. Yes, he cared about the girls dearly but he wondered if they had any idea the kind of pressure he was under trying to make them all happy.

_Ah, well. Guess I better just make the best of it, _Ben thought as he and Nelliel continued in the line. They noticed all the different couples that were waiting just like them. While some were same species couples, Ben could spot a few. Inter-species relationships must not've been as common as he originally. Unless one counted the Plumbers kids who were usually the children of humans and aliens. Alan Albright, Helen, Manny. Maybe there was something about humans that made other species want to mate with them or something. Anyway, soon it was there turn and the two were ushered into a boat. Both felt butterflies in their stomachs as the boat went into the dark tunnel.

Once their vision was completely engulfed with darkness, lights and designs started flashing throughout the tunnel. While Ben could make out the heart lights some images were foreign to him. He figured they must have been symbols of love for different species. Love might be the universal language. Sweet, romantic music began playing in the background.

Nelliel thought the sights and sounds were beautiful but she couldn't let herself get distracted. She didn't know how long this ride was and this was the perfect time to make her move.

"Ben?"

Ben froze at the seductive tone Nelliel spoke to him with. Slowly turning his head, he felt goosebumps at the look on Nelliel's face. A coy smile on her lips and half-lidded eyes gazing intensely at him. A look he had never seen on her before. It was kind of hot.

"Y-yeah," he asked timidly.

Nelliel scooted closer. The boat wasn't very big to begin with and she was quickly a few inches from his face.

"I really do appreciate you agreeing to..._this._"

Apparently her mind was still on the sharing thing too. "Er..." Was all Ben could say. Suddenly his words died completely as Nelliel adjusted herself onto his lap.

"I know this must be hard for you," Nelliel told him but not losing the seductiveness in her voice. "And I'm sorry for any pressure we've put on you."

Okay, this was freaky. It was like Nelliel had read his mind or something.

"You're always thinking of us first...and never asking anything in return." One finger was drawing circles on Ben's chest while the other was now caressing his cheek.

And here Ben thought Nelliel was the innocent one out of the group. He hardly had time take in the feel of Nelliel's caresses when her hand touching his cheek pulled off his ID mask.

"Ne-" But Ben was cut off by Nelliel putting one finger on his lips while the other hand gently put down the ID mask.

"This time," she said softly as she wrapped her arms around him. "Let _me_ take care of _you_."

Anything Ben would have said was quickly stopped when Nelliel captured Ben's lips with her own. Initially shocked, Ben soon melted into the kiss, taking in the sweet taste and soft texture of Nelliel's lips. Giving in, Ben gently wrapped his own arms around Nelliel and moved his lips against hers. Eager for more, Nelliel gently prodded Ben's mouth with her tongue, pleading for entrance. Ben's resistance was non-existent as his lips parted, allowing her tongue inside. Deciding to tease her lover, she slowly explored the inside of his mouth, enjoying his moan of pleasure at her actions. Soon, Ben's own tongue joined hers in a dance of dominance that she purposefully lost in hopes of Ben taking initiative. Her hopes were not unrewarded as Ben's tongue followed hers back into her own mouth. The feel of it exploring gave her pleasant shivers of delight as she took this time to run her fingers through Ben's hair. Enoying the sensation a little longer, the two slowly parted for breath

_Oh, wow_. Ben thought to himself, his mind still reeling from what had just taken place. He opened his mouth to say something suddenly he found himself pushed down to the seat of the boat. The sudden action rocking their vessel and making light splashes through the tunnel. He looked up at Nelliel, who had taken this time to press herself upon him. His mind went into overdrive at the feel of her generous breasts pressing up against his chest. Her eyes had a hazed look in them. Though his own eyes drew to her lips when she licked them, making them wonderfully moist. Ben could feel his arousal building. Nelliel smiled at him.

_I know what you told us, Sandra. But that doesn't mean I have to start right away._

"I'm so happy," Nelliel cooed. "That I can finally show you how much you mean to me."

Ben blinked. "Nelliel?"

Nelliel moved to kiss him again but instead of on the lips like he expected, she started placing a small trail of kisses along his jawline. His eyes widening in amazement at the feeling. Nelliel continued placing kisses, trailing them down to Ben's ear.

"Nel-ah!" Ben's words were caught when Nelliel gently blew in his ear before startling to nibble on his earlobe. "Where did you...?" He didn't have the strength to finish his sentence. Nelliel then moved from Ben's ear, leaving a trail of kisses down his neck, nuzzling through his jacket to get at the exposed skin.

Ben was mind-blown. Even when he was dating Julie, he never imagined doing stuff like this. Not even Tia was this bold. _Yet_, anyway. But Ben's thoughts started becoming gibberish at the feel of Nelliel's kisses.

Nelliel noticed her lover's face. His eyes closed and his head tilted, allowing her better access to his neck. Oh this was playing out just like the romance novels she had read in her pastime. And now, for the finale. Moving to kiss Ben's neck one more time, Nelliel gently bit him before sucking the bitten spot.

Ben's eyes shot open with realization. _She's...she's giving me a..._

Once she was done, Nelliel eased back to observe her handiwork. She smirked at the bruise that had now formed on Ben's neck. Nelliel gently kissed the bruise before looking at Ben's shocked face, which she reached out to softly caress.

"I know this must be hard for you. But I promise that you will not regret it." Nelliel gave Ben one last deep kiss on his lips before removing herself from his body and allowing Ben to sit back up, though it was with much difficulty.

"Wow," was all Ben could say as he quickly put his ID mask on. Nelliel pouted a little that the ID mask hid her love bite.

"That was...that was...incredible."

Nelliel giggled. Ben looked at her, still shocked that she did all those things. Though, not unpleasantly so. Soon the couple could see a light in the distance and figured it to be the end of the ride. Sure enough, once they passed through the light, they saw that the ride was indeed over. Their boat came to a stop at the end and the two of them got out.

"Well, I certainly had fun," Nelliel said with a smile.

Ben struggled a bit to get out of the boat. The experience back in the tunnel made his legs feel like jelly. He grabbed a nearby railing for support.

"Something wrong?" Nelliel was genuinely concerned. Were her actions too forward? Oh great, now she felt bad.

"Don't worry," Ben said as he straightened himself up. "Just...just caught off guard."

The experience was amazing, for lack of a better word, and quite pleasurable. But it also caused Ben to realize something. It showed him just how serious Nelliel felt about him. And how serious the other girls must have felt about him too. Nelliel might have felt bad for her actions but Ben felt worse. Despite knowing the girls loved him, he didn't understand how much they did. It reminded him of his time with Julie once again. And all the times he didn't pay attention to her and her feelings. Yes, he was still nervous about this whole thing, but he promised himself now that he would do a better job now than he did before.

"Ben," Nelliel said, looking at the ground. "I'm sorry if I was-"

But she wasn't able to finish the rest of her sentence when she felt Ben kiss her. It wasn't a hot, passionate kiss like the ones they shared in the tunnel but it was a short and sweet kiss that caused her to look up at him. Ben gave her a reassuring smile and held out his hand. Nelliel looked back and forth between Ben's face and his hand, her own smile starting to form as she took Ben's hand and intertwined their fingers. Her worries slowly eased as the two went off to enjoy the rest of the park. Ben was about to ask Nelliel what she wanted to do next till he spotted two more familiar faces. Grinning, he waved over.

"Hey, Tini! Synaptak!"

Nelliel didn't know who Ben was talking to but she didn't wait long when she spotted what looked like a female version of Four Arms who had her arm around an octopus-like alien look over in their direction. The two gave each other a confused look. The octopus like creature floated over to them.

"Uh...do we know you?"

"It's me," Ben whispered to Synaptak. "It's Ben. I'm wearing an ID mask."

"Ben? Ben Ten..." But Ben quickly covered Snyaptak's...mouth before he could blur the rest of it out. Tini walked over to them, having heard the conversation.

"It's great to see you again," Tini said to Ben. "My, how you've grown."

"It's great to see you guys too. Oh, Nelliel. I would like you to meet Tini and Synaptak. They're members of the Galactic Enforcers. Guys, this is Nelliel."

Nelliel bowed politely. "Pleased to meet you."

Tini and Synaptak both greeted her.

"So, what brings you guys here?" Ben asked the two.

"We're on a date," said Tini, putting her arm around Synaptak.

"Oh, well, I sure hope you guys are having a great time," smiled Ben. "Where's Ultimos?"

"Working," replied Tini.

"The galaxy still needs him, even if you did save the universe, Ben Tennyson."

Ben smiled. "Well, let him know I said hi if you ever get the chance. You guys enjoy your date!"

"Will do!" Tini smiled back. "Have fun you two." With that, the two enforcers went off to enjoy themselves.

"Galactic enforcers?" Nelliel asked Ben.

"Plumbers aren't the only protectors of the galaxy." Ben grinned. "Those guys once offered me membership." He decided to leave out the part where Tini had crushed on him due to Four Arms. "But I turned them down."

"Why?"

"Well...back then they were kinda annoying. And I didn't want to leave Gwen and Grandpa," Ben added quickly, seeing the face Nelliel was making at him.

Nelliel couldn't maintain her face and soon broke out laughing. "You must've had some pretty amazing adventures when you were a kid, Ben."

"That's for sure," Ben said as he thought back to everything that had happened in just that summer.

"And I'm surprised that we've run into several people you met back then. How many do you think we'll find?"

"Don't know. Let's just hope we don't run into anyone who wants to kill me." Ben cringed. The last thing he wanted was for some bad guy to show up and cause trouble when he was on his date.

Nelliel noticed Ben's worried look and decided to get his mind elsewhere. "So Ben, which one of your adventures would you say was the craziest?"

"The craziest?" Ben cupped his chin as he pondered that. "Probably the time the Omnitrix was about to self destruct."

"Self destruct?!"

"Yeah. It all started like this." And Ben told Nelliel about when the Omnitrix, which he wielded before the Ultimatrix, had got set to self destruct mode during a battle with Dr. Animo. He went on about how he Gwen, and Tetrax went on their search for Azmuth so that he could deactivate the self destruct and told Nelliel about his arch-nemesis, Vilgax. From the sound of him, Vilgax was a vicious monster that would make even some of the Espada scared. Ben went on about how they found Myaxx, Azmuth's assistant, and finding out that the Omnitrix's explosion wouldn't just kill Ben, but the entire universe as well! Nelliel listened in awe as Ben went on about the adventure of finally Azmuth and how the creator refused fixing the Omnitrix, believing that the universe deserved to be destroyed. Then he finished the story with how he and others did one final stand against Vilgax, being able to convince Azmuth to fix the Omnitrix, and Ben sending Vilgax flying into space after unlocking Way Big.

"Wow," was all Nelliel could think of to say after Ben finished his tale.

"I know," Ben admitted. "I really thought I was a goner there."

"All those things for a ten year old boy to go through."

"Comes with being a hero," Ben told her.

"Still, to brave all those things as a child," Nelliel smiled at him. "You're really amazing, Ben."

"Hey, you're pretty amazing too," Ben added, blushing a little.

Nelliel beamed at Ben's compliment of her. "So, what shall we do next?"

"Hmm. Why not look around and see if anything catches your interest?" Ben suggested.

"Works for me!"

And so the two went off to see anything they may want to try and enjoy. They didn't go too far when Nelliel spotted a fortune teller's tent.

"Hey, Ben! Let's get our fortune told!"

"Sure!" With so many alien and magical things, Ben was willing to see if anyone really could read the future.

With that, the two went inside the tent. The two were amazed at many different kinds of symbols and markings. It certainly wasn't like any fortune teller's place back on Earth. There wasn't even a crystal ball.

"Welcome."

The two jumped when a figure entered the tent from the other side. Judging from the tone, it was a female. She appeared humanoind with blue skin and red eyes, wearing a veil that covered her head and face. She also wore black robes which had a star pattern on them. Her hands had two fingers and a thumb and she appeared to be floating as she walked without making a sound.

"Welcome to my humble tent, Ben Tennyson. It is an honor that the hero of the universe has graced me with his presence."

Both Ben and Nelliel were shocked that this woman knew who Ben really was. Though the obvious answer would be that she predicted it, Ben decided to try something out.

"Ch'zell told you didn't she?"

"My manager? Why no, she hasn't. I did foresee your arrival with your date, Nelliel."

Nelliel was amazed but Ben was still skeptical and it must have shown because the woman laughed.

"I am a Clairvorain, Mr. Tennyson. Unlike many charlatans throughout the universe, my race is truly gifted with the power of foresight."

"Really? A whole alien race that can predict the future?" Nelliel asked in interest.

The fortune teller nodded. "Yes but we keep to ourselves for the most part. In fact, very few even know of our existence."

"Why?" Ben asked.

"Because the entire universe would be after us, hoping to use our abilities for their own personal gain."

"She...does have a point," Nelliel admitted.

"Our gifts are both blessings and curses," the Clairvorian said. "But I could not bear to shut myself out to the entire universe and found a place with Miss Ch'zell, who offered me a position. Many come here, hoping to hear their fortunes told. Though they do not always like what they here and assume anything happening to them that I have predicted to be mere coincidence. Though, even if one did realize that my abilities are true, I am under Miss Ch'zell's protection."

"So, can you predict our futures?" Ben asked.

"Of course. Now, would you like me to see if your futures are intertwined or separately?"

"You can do that?"

"Unlike so-called human psychics who use those ridiculous crystal balls, we Clairvorians see the future in a way like you humans use palm reading. Allowing me to touch your hands and I will see your future."

The couple looked at each other. Nelliel was excited but Ben was still uncertain. Still, he wanted to keep Nelliel happy so he held out his hand. Nelliel held hers out too.

The Clairvorian seemed to glide over to them with silent grace. She reached out her own hands and touch the couples. Both shivered a little as her hands felt rather cold and somewhat scaly. Almost like a snake. Ben cringed as that reminded him of Ssserpent, one of his more recurring foes but also one of his weakest. Though his attention was brought back to the Clairvorian.

"Well now. This is most interesting. I see many things in your lives. You will both experience much struggle and anguish in the days to come. But you will also experience moments of happiness which you will greatly treasure."

Nelliel smiled at this but Ben was not all that impressed. Anyone could come up with a vague prediction like that.

"But here's something truly interesting. Your destinies are intertwined with others. Four other girls. You, Ben Tennyson, have a strong place in their hearts it seems."

Now the Clairvorian had his attention. Four others? Tia, Apacci, Mila Rose, and Sung-Sun. It had to be them.

"And strangely enough, all six of your destinies are intertwined with another. A human boy who dresses in black robes, carries a large sword that resembles a large cleaver knife, and has unusually orange hair."

Both Ben's and Nelliel's eyes widened. She was talking about Ichigo! Now she definitely had Ben's attention.

Suddenly something happened. Something both incredible and terrifying at the same time. Images started to appear in Ben's mind. Images that could only be of the future.

_In one moment, Ben saw himself and the girls locked in combat with the Forever Knights. Then he saw a laughing Loly. Loly! Ben hadn't seen her since Hueco Mundo. Another vision came. A group of people in robes and strange carvings that looked like a flame. Then Ben saw himself and Ichigo. The two of them were locked in battle with some kind of giant octopus that reminded him a little too much of Vilgax. But before Ben could even wrap his mind around that, he saw another vision. It was one about him and Ichigo again and they were in some strange place. A place that was completely destroyed as if it was a war zone. Ben and Ichigo were facing down some man Ben didn't recognize._

_"Hollows don't deserve to exist," the man said in disgust._

_"They deserve to choose for themselves!" Ben heard himself yell back._

_The man sneered. "How tragic. A hero who fights for the wicked. That's why you lose!"_

_And then the scene changed again and Ben found himself seeing a strange being he knew for certain he had never seen. The being...Ben didn't know how to describe it, but he could feel as it was looking directly at him. And he heard it say:_

_"Ben Tennyson. We meet at last."_

And then the visions stopped.

Ben fell to his knees from the sheer shock. He realized that he was panting heavily and he could feel the sweat within the ID mask. He looked over at Nelliel and she looked visibly shaken, too.

"What...what was that?"

"It seems that you will experience great battles in the future, Ben Tennyson," the Clairvorian spoke softly. "Some that will decide the fate of your world and others that will decide the fate of the entire universe."

"Great," Ben groaned. "And here I was planning for a vacation." He looked over at Nelliel. "What did you see, Nelliel?"

"She saw the same things as you did. That is the trick when I see visions of two people simultaneously. If one has a greater destiny, then both will see it." She looked at Nelliel. "Would you like to see your own personal future?"

Nelliel shook her head. "No thank you," she declined politely. "After that, I think it would be best if I did not know the future."

The Clairvoiran nodded respectfully. "In that, I believe you are most wise, Miss Nelliel. It is best for one to not know the future. For some allow the future to control their lives, unable to allow themselves to enjoy the present. That is why I believe that the Clairvorians have a gift and a curse."

Ben slowly managed to get back to his feet. "We'll just be going now."

"I understand. Fare you well, Ben Tennyson. And may the future shine brightly upon you in your darkest hour."

Ben and Nelliel left the tent, still quite unnerved by their ordeal. Ben looked over at Nelliel, whose eyes were on her feet as they walked.

"I'm sorry, Ben."

Ben blinked. "Sorry? For what?"

"For asking you to get our fortunes told. I never should've suggested it."

Ben's face softened. "Nelliel, you had no idea..."

"Still...I'm sorry."

"Nelliel. Look at me."

Nelliel looked at Ben, noticing that he had stopped walking. She stopped and looked at his face, though she found it hard to look him square in the eye. Ben took one step closer and suddenly Nelliel felt Ben wrap his arms around her. Unable to help herself, she snuggled into him, taking comfort in his arms and relishing the warmth of his body.

"Everything's gonna be fine, Nelliel. I'm Ben Tennyson and I always come out on top." Nelliel couldn't help but smile, her worries slowly easing away. "Now no more sad face, okay? Let's go and have some fun."

Nelliel nodded her head, feeling slightly disappointed to leave Ben's arms but he was right. They were still on a date and they were going to enjoy it.

* * *

><p>Ben and Nelliel were soon able to forget their troubles as they got back to enjoying the carnival. Ben found a game that he liked. A test your strength contest. Now Ben knew he could easily ace it with one of his aliens but he decided to try it out as a human. Many of the patrons were skeptical about a human winning a strength contest meant for aliens but with Ben's new strength, he won with ease. And sure enough, he won what appeared to be a large alien teddy bear for Nelliel. The Arrancar squeezed it with glee and was now clutching it in her arms tightly.<p>

"Oh, Ben! It's adorable!"

"Yeah," Ben had to admit, for an alien teddy, it was pretty cute. Amazing how aliens cultures were a lot like Earth ones. Just then Ben saw another familiar face.

"Reiny?" Ben recognized. What other Highbreed in the universe had a green arm? He remembered back when they first met, as enemies, but then they became friends. Ben was the one who helped reattach Reinrassic III's arm when it got severed during their shared adventure on that desert planet.

"Ben Ben Tennyson," Reiny greeted. "Greetings."

"What are you doing here?" Ben asked.

"I am, as you humans would say, taking a vacation," said the Highbreed Supreme. "My subordinates recommended Bachanal. They said I have been working too hard."

The Highbreed's attempt to destroy the rest of the universe had been met with hostile retaliation so it was Reinrassic's job to help the Highbreed improve their image amongst their galactic peers. There were still those not ready to forgive the Highbreed but through diplomacy the Highbreed race was getting reintegrated with the rest of the universe. Most of them no longer thought of other lifeforms as inferior to them. That mindset was mainly caused by their fear of extinction and their attempt to eradicate all lifeforms was because they did not want to die alone.

"I guess if anyone deserves a vacation…" Ben blinked. "Wait, how do you know it's me?"

"You are the only one who refers to me as 'Reiny', Ben Ben Tennyson," said Reinrassic. "And we have a mutual friend, Tetrax Shard. He sent me an image of you in your ID Masked form.

"Oh? I didn't know you two were in touch."

"Tetrax has done some work for me. Simple errands that I needed moved from place to place. Since the Highbreed's rebirth they have hoped to integrate with the rest of the universe."

"Hey! That's great!"

"I will admit, it was difficult at first. Understandable, given our treatment of other lifeforms. But it seems the universe is starting to forgive us."

"Glad to hear it. Oh buy the way, this is Nelliel." Ben introduced her.

"Pleased to meet you," Nelliel said with a smile.

"Nelliel, this is Reinrassic III, seventh son of the Noble Highbreed House of Deralla, direct descendant of the Pure Blooded High Order of Rarsect."

"Wow. Big name."

"Mostly everyone aside from the Highbreed simply call me Reinrassic III. Only Ben Tennyson has the right to call me "Reiny"."

"Reiny?" Nelliel asked.

"It happened a time ago, when the Highbreed was attacking the planet Earth. During a struggle with Ben Ben Tennyson, the two of us were transported to a deserted planet used as a relay station. Though we were bitter enemies at the time, Ben Ben Tennyson showed me how foolish my kind were for our prejudice view on other lifeforms besides ourselves. Ben Ben Tennyson is the savior of our race."

Ben smiled. "Just glad I could help."

"So, this woman. Is she your consort, Ben Ben Tennyson?"

Nelliel blushed a little at the comment and Ben could swear his hickey was actually tingling.

"I...guess you could say she is." Ben admitted, causing Nelliel to gasp.

"Congratulations, Ben Tennyson. In that case, I shall no longer detain you from enjoying your stay. Fare thee well."

"Later, Reiny. See you around."

"Ben? Did you mean what you said? About me being your...consort?"

"Well, Highbreed have different views then humans and well..."

"Of course...I wouldn't mind if I was."

Ben was simply stupified when she said that. "Uh..."

"Come on!" Nelliel said to quickly change subject. "Let's go see what else there is." And she dashed ahead, forcing Ben to stop what he was thinking and quickly followed her.

Soon, hunger over took the two had overtaken the two and they decided to get something to eat. Ben was afraid of what aliens would serve as food but his appetite perked up when he saw something awesome. An actual chili fries stand!

"We made this in honor of Ben Tennyson," the owner said. "You won't believe how popular this stand is. Everyone's eager to eat what the hero of the universe eats."

Ben ordered two boxes of chili fries and the stand owner gave him a wink when he handed the food away. And not a flirtatious kind of wink but a conspiratol wink. The guy then whispered that Miss Ch'zell had alerted the entire staff that Ben Tennyson was in the park. Ben and Nelliel decided to rest at a children's playground and eat their chili fries.

"Wow," Nelliel said as she took a bite. "These are good." She noticed some of the chili had gotten on her fingers. "And messy."

Ben laughed. "Here." He handed her a napkin.

"Thank you." Nelliel wiped the chili off her fingers. As she ate, she looked at the different alien children playing. She had to fight back a giggle. They were all just so cute!

"Don't wonder off too far, son!"

Ben's head snapped up when he heard that voice. He looked over to see a woman in blue and black robes standing next to a baby alien that looked like a floating whipped cream puff. Ben smiled as he got up and made his way over to the woman.

"Hello, Sicily."

The woman jumped and turned to see who had addressed her. "Yes? I'm sorry. Do I know you?"

Ben smiled. "It's me. Ben Tennyson." Sicily frowned. "It's true. I'm wearing an ID mask. I can prove it's me. That ambassador guy asked me to bring your son as a peace offering to that Jarrett creep and when I found out he was going to..."

Sicily gasped. "It is you! Oh, forgive me."

"No worries. You couldn't recognize me with on anyway."

Just then her son, the Tiffin, floated next to them. Ben feared that the Tiffin would cause his ID mask to short circuit but surprisingly it held. The Tiffin looked at Ben for a moment before it smiled, cooing and nuzzling against his cheek.

"Hey, little guy. Did you miss me?"

The Tiffin made gurgling baby noises as it nuzzled against him.

"Ben?" Nelliel walked over to them.

"Nelliel. This is Sicily and her son, the Tiffin."

Introductions were shared and Sicily told Nelliel about how she and Ben had met. Nelliel was horrified to learn that Sicily's planet's amabassador would use her son as a peace offering, especially a food offering...and he even knew about it. But she was so proud of Ben for saving the day like always and making sure the Tiffin was reunited with his mother. And the Tiffin was absolutely the most adorable baby she had ever seen.

"Well, I don't want to keep you two from enjoying your date," Sicily said to a smile. She looked at her son. "Say good-bye to Ben, sweetie."

"Be..." Sicily, Ben, and Nelliel's eyes widened at the Tiffin's attempt to speak. "Be..."

"Come on, sweetie," Sicily gently urged. "You can do it."

"Be...Be...Ben! Ben!" The Tiffin squealed in joy.

"Oh, my son!" Sicily hugged her son. "I'm so proud of you."

"Ben! Ben!" The Tiffin giggled happily.

Nelliel was unable to stop herself from cooing at the adorable sight and Ben felt rather touched that the Tiffin's first words were his own name. He could feel his eyes actually watering.

"Well, we better get going. Take care, Sicily."

But Sicily was still over the moon about her child saying his first word that she really didn't notice. Nelliel felt warm at seeing the happy mother with her child. As she and Ben went on, she looked over at the many other parents who were spending times with their children. The smiling faces, the joy, the love. And doing so caused her to look over at Ben. She remembered shortly after the Winter War, when that Captain Kurotsuchi had wondered about if humans and Arrancar were capable of reproducing. Nelliel had been caught up in the moment and had found herself imagining a child between her and Ben. She felt embarrassed having gotten so carried away but...after seeing all these happy families got her thinking...

_A family? Ben and mine?_ Nelliel blushed at the thought but still. _I...I think I would like that. Very much._ _Someday. _Then she remembered Sandra's warnings. _Though that might have to wait. Hopefully, when that time comes...Ben would like a family too._

As the two walked in comfortable silence, Nelliel spotted a train way to the shopping district. While the carnival was fun, she was rather curious to see what else the planet had to offer.

"Ben!" She called. "Let's go to the Shopping District!"

"They have an entire district for shopping?" Ben shrugged. "Sure."

When the train arrived, Ben and Nelliel hurried in to find a seat. Ben managed to secure one...only for Nelliel to catch him off guard by sitting on his lap! Apparently the girls decided to step their games up. Course that didn't compare to that love bit he got earlier. As the train started, Ben wrapped his arms around her curvy waist and held her close. Nelliel figured she could get used to this as she snuggled next to Ben, causing his face to become buried in her hair. He found himself getting lost in the floral scent in her hair. What shampoo had she used? It smelled really nice.

* * *

><p>The Shopping District was what Ben expected. It was a giant open-air shopping mall that was not unlike the ones on Earth.<p>

"Some things are universal," he remarked as he saw a variety of stores selling an assortment of items. The patrons were mostly aliens of different shapes and sizes so the multitude of stores were built to accommodate their needs and wants.

"Oh, Ben! Look!" Nelliel pointed to a store that sold clothing for humanoid aliens. "Let's go!"

* * *

><p>The type of clothing for humanoids was pretty standard. It was meant for species with two arms and two legs, and one head. Other stores had clothes for tentacle aliens.<p>

Nelliel was amazed at all the choices they had available. Some of the designs were far more amazing than anything she had seen on Earth. And certainly a better improvement over her old Arrancar uniform. She wondered what she should get. While some new clothing to impress Ben would be nice, she wouldn't mind something cute but casual to wear around the house.

"Excuse me, miss? Might I help you?"

Nelliel turned to see a female humanoid alien approaching her. Well, if you didn't count the fact that she had tentacles for legs. She must've been a clerk or something "Oh, I'm sorry. I was just browsing through."

"I trust you like what you see?"

"All these clothes are amazing. I've never seen stuff like this on Earth."

"Ah, first time off-world, eh?" The clerk chuckled. "That look of wonder for first time off-worlders never ceases to warm me. Perhaps I might be of assistance? Now, were you looking for some casual clothing or perhaps something to wear for your husband right there?" She pointed over at Ben.

Nelliel blushed as she tried not to think those kind of thoughts. Both of what the clerk was implying and the fact she thought the two of them were married. "Oh, we're not married...yet."

"Oooh, don't worry, I'm just playing. I know he's Ben Tennyson."

Nelliel smirked. "Miss Ch'zell?"

"Of course. She wants to make sure the universe's hero has a great time here. And from what I've heard from some of the other staff, you two have been having quite a fun time."

Nelliel beamed, remembering all the fun they had. Especially the tunnel of love.

"Now, I can hope you find a nice selection of clothes depending on your wants and needs."

Deciding to let the clerk show her around, Nelliel went along with her.

Ben on the other hand was looking at all the different kinds of styles. Then his eyes landed on something that caught his interest. "No way."

But it was...Ben 10 jackets! They looked exactly like his own!

"Nice detail," Ben said as he admired the 10 on one of the jackets.

"I'm glad you improve. Our finest tailors made those."

Ben turned to see none other than Ch'zell herself approaching him.

"Being one of the most popular people in the universe has it's benefits with profits."

"So you're cashing on _my _reputation?" Ben asked.

"Business is business," Ch'zell replied. "I trust you're enjoying your stay here?"

Ben smiled. "Yeah. This place is awesome!"

"And you haven't even been to half of the planet." Ch'zell added. "If you wish, you could always try out our hotel for any room you like. There is an indoor swimming pool...and if you wish, we could always give you one of the more..._romantic _suites."

With double torrents of thoughts of _those _kind of rooms combined with thoughts of Nelliel in a bikini filling his mind, it took Ben a moment to get his thoughts together. Ch'zell looked overly amused at his reaction. Just then she frowned, reaching into her pocket and pulled out some kind of communicating device.

"Yes?" She asked. Then her eyes widened. "What?!"

Ben frowned. "What's wrong?"

"There's trouble!" She looked at Ben, cupping her chin with an analytical look in her eye. Then she smirked. "Perhaps this would be a good chance to show people something they'd really love: Ben Tennyson in action."

Ben frowned. "What about your security?"

"My men are trained and equipped for any situation, Mr. Tennyson. But I believe seeing you save the day would certainly draw people's attention."

Ben's face hardened. This woman...was she seriously willing to let people get hurt for publicity.

"I know that look, Mr. Tennyson, and I would appreciate it if you did not question my ethics. Rest assured I wish no harm to come to my customers. But this is an excellent opportunity and I'm certain you wouldn't want anyone getting hurt."

"She's right."

Ben turned to see Nelliel with a few bags on her arm.

"Time to go and save the day, Ben."

Ben nodded. As disgusted as he was with Ch'zell, he wasn't just going to stand there and do nothing. With that, the two dashed out of the store to confront what was going on. Fortunately, a nearby explosion and the storms of people running in fear was a big tip off. Ben and Nelliel nodded at each other as they ran towards the disturbance.

"Ben! Over there!" Nelliel pointed at what looked like a jewelry store. Ben ran over to the destroyed window of the shop. But he came to a screeching halt when he saw who it was.

"You three!"

Nelliel ran over to see who it was. Standing inside the store was a woman in a jumpsuit with long orange hair with metal balls at the tips. There was a muscular guy with some strange thing on his head that looked like a finger nail. And the third looked like a disgusting corpse of a man. The three turned when they heard Ben's voice. It was Frightwig, Thumbskull, and Acid Breath, the three circus freaks who used to work for Zombozo.

"Oh, man. I can't believe it. Of all the people to run into on this planet and I run into you three stooges."

"Uh, you guys know him?" Thumbskull asked the other two.

"Never seen him before," Frightwig replied. "Alright, handsome. Do you really think you and your girlfriend here can stop us?" Her hairs moved on their own, looking ready to attack.

Ben laughed. "Think? I can beat you guys with one hand tied behind my back. I mean, I've always kicked your butts before."

"What are you talking about?" Acid Breath demanded.

"Oh, yeah. You guys don't recognize me." With a dramatic flair, Ben grabbed the ID Mask and pulled it off. He was back to his normal self with a big smirk on his face. The three were surprised to see a grown man suddenly turn into a teenager. Frightwig felt sick calling him handsome.

"Still don't know you," Thumbskull said, walking towards Ben while pounding his fist.

Nelliel's eyes narrowed as she put her bags and teddy bear down. She was prepared to leave her gigai to protect Ben if the case need be. But just then, one of the customers spotted what was going on. And he recognized...

"It's Ben Tennyson!"

That immediately got the attention of everyone nearby. Soon, all participants and staff actually started to gather when they heard that Ben Tennyson was here. The three circus freaks paused at the name.

"Ben Tennyson...Ben Tennyson," Acid Breath's eyes widened. "Wait a minute! You're..!"

"That's right," Ben's smirk widened. "I'm that kid with the aliens who kept kicking your butts! And now I'm about to do it again!"

Back when Ben was 10 years old, during the summer he gained the Omnitrix, he had encountered the Circus Freak Trio at least three times. The first time was when they worked for Zombozo. While the clown was stealing people's happiness, the Circus Trio went out to rob the town blind. Then, they had tried to rob the school Gwen was interested in attending, only to end up as Ghostfreak's minions. That was one of Ben's really bad days as it was the day Ghostfreak became sentient and tried to possess him to gain the Omnitrix. Then there was that time when they joined up with several of his other foes to form the Negative Ten.

In the past six years, Ben hadn't seen the Circus Freak Trio since then. Of course, they had been put in jail for a long time and he hadn't seen or heard from them since then. He was surprised to see them out and even more so since they were across the galaxy and on another planet. He suspected that they got their hands on black market alien tech on Earth. Kevin had been dealing in the stuff before so it was likely there were others too.

"So, we can either do this the easy way or the hard way," Ben said as he activated the Ultimatrix. "You decide."

He got his answer when Thumbskull roared and charged at him.

"Hard way it is!" He slapped the Ultimatrix core down.

"Humongosaur!" Ben had thought better than to shout his aliens' names from now on. But seeing the Circus Freaks had left him with a little nostalgia. So he decided for old time's sake.

Now as Humongosaur, Ben grappled with Thumbskull. The guy was pretty strong but not as strong as Ben's aliens. But Humongosaur noticed that his old foe was putting up a decent fight. Been working out? However, this left him open to be attacked by Frightwig and Acid Breath. The corpse-like man opened his mouth and was about to spit on Humongosaur when he was hit upside the head by a powerful kick. He was sent spinning in the air before he landed on the floor, knocked out. Humongosaur was too distracted with Thumbskull to notice.

"I won't let you hurt Ben," said Nelliel. Frightwig swung her hair and Nelliel jumped back to dodge as the round weights at the tips smashed against the floor.

"Oh, you've made a big mistake, girl," Frightwig sneered.

"I think you're the ones who made the mistake," retorted Nelliel. Despite being in a Gigai, she was in no way helpless. She was a former Espada after all. While the Gigai prevented her from accessing all her abilities as an Arrancar, she could still access some of her abilities. As Ben had enemies, they were likely to be targeted, so Urahara made sure the Gigai allowed them to be able to defend themselves.

"OK, so what's the deal here? Robbery again? Don't you guys get tired of that shtick?" Humongosaur asked Thumskull as he grappled with the brute of the Circus Freak Trio. Thumbskull swung a punch. The blow caused Humongosaur to stagger but the Vaxasaurian regained himself and shoulder rammed his foe. The two crashed to the floor.

"We wouldn't have had to if we didn't lose all our money at the casino!" Thumbskull snapped, headbutting Humongosaur. The attack, combined with that annoying nail-like thing on the guy's head caused Humongosaur to grunt in pain. He got off of Thumbskull, allowing the freak time to try and punch Humongosaur. Only the hero was able to stop the punch. Thumbskull's words finally got to Humongosaur.

"You lost money at a casino!? That's why you decided to rob this place!?"

"We're taking back all our money, no matter what, and there ain't a thing you can do about it!" Thumbskull shot back.

"Oh, I don't know about that," grinned Humongosaur as he grew to twice his size and Thumbskull's eyes widened as the Vaxasaurian now towered over him. Humongosaur then picked up Thumbskull and tossed him into the air. When Thumbskull came back down, he received a brutal punch that sent him flying.

Acid Breath was getting back up, trying to soothe his aching head, when Thumbskull landed on him. He went down again.

Meanwhile, Nelliel was dodging Frightwig's hair and the female Circus Freak laughed at the greenette who couldn't even get close to her.

"Is that all you're gonna do? Dodge?" Frightwig jeered.

"Not quite," said Nelliel. Two of Frightwig's weights came at Nelliel and she caught them. She then tugged and brought Frightwig to her. She twisted her body around and Frightwig flew helplessly through the air to be slammed on the floor.

Frightwig groaned and Nelliel released the weights before grabbing the woman by the front of her costume.

"I was really hoping for a nice date with Ben before you guys had to make trouble," Nelliel said coldly. She flicked Frightwig's forehead. Poor Frightwig fell down like a house of cards.

"Nice!" Humongosaur praised Nelliel before turning back to normal.

Nelliel beamed at her lover's praise. "Happy to help, Ben."

Ben remembered his grandpa suggesting Nelliel and the others helping him and he was glad she did. He probably could've dealt with the Circus Freaks easily but it felt nice knowing Nelliel had his back.

The duo started to walk away when crowds of aliens suddenly started gathering around the couple, bombarding the two with praises and thanks. Naturally, they were eager to see Ben Tennyson but Nelliel had caught their attention too. However, the crowd soon parted when Miss Ch'zell and some of her guards showed up.

"On behalf of the people of Bachanal, I would like to thank you and your girlfriend personally, Mr. Tennyson," Ch'zell smiled. "Clearly your reputation is not exaggerated."

Ben frowned, remembering how she had just used this as a good chance for publicity. "Glad to help out," he replied in a neutral tone.

"I'm not sure how to thank you, Mr. Tennyson but I can think of a few ideas. As a matter of fact, I know the perfect thing to start with." She snapped her fingers and who Ben assumed to be her receptionist or secretary walked to Ben with a box in her hands.

"Mr. Tennyson, take this as a token of our appreciation for your services."

Raising a brow, Ben took the box and opened it. What he saw caused his eyes to widen. "Whoa." He pulled out a black hoodie with green stripes along the sleeves and a green stripe across his chest with a circle on the left side with 10 in it. Also, there a green 10 on the back.

"It was originally going to be a special one-time only offer deal but considering the services you have provided for us," Ch'zell said. "I believe the _real _Ben Tennyson has earned the right to wear it."

Ben handed Nelliel the new hoodie as he took off his old one and then put the new one on. He looked himself over. As if on cue, Ch'zell's secretary presented him with a mirror, allowing him to further examine himself. "Sweet!"

Ch'zell smirked. "I'm glad it meets your approval, Mr. Tennyson."

Nelliel smiled. "I think it looks good on you, Ben."

Ben blushed at the compliment.

"And you succeeded in subduing these criminals with minimal effort. I've often heard your exploits result in much destruction."

Ben flushed even deeper. "It's not like I mean to. Besides, these three are kinda easy to beat. "

"Regardless, it is an honor to have the hero of the universe save us," Ch'zell said. Her guards went over to round the three up. "I shall contact the Plumbers to have these three taken into custody."

The guards started hefting the three up. A few were needed to carry Thumbskull.

"I do hope this little incident has not ruined your time here, Mr. Tennyson," Ch'zell said.

Ben had to admit this woman knew how to play ignorant. Well, all things considered this day hadn't really been a bad one. He actually had fun. And it just didn't seem right without at least one bad guy or two to bonk.

"I had a great time," Ben said in a hopefully convincing tone.

"While I'm annoyed these three interrupted our date," Nelliel added, putting her arm around Ben's and smiling at him. "I had a wonderful time."

Ben smiled back, though a resonating "Awww," from the crowd made his face flush again.

Ch'zell's smirk was back. "And I suppose you wouldn't mind giving a statement about what a great time you had."

Ben gave her a look. Here? Now? Seriously? He looked at Nelliel, who wasn't really happy with Ch'zell's opportunistic attitude either. She shrugged. After all, a deal was a deal. With a small sigh, Ben put on a big smile and stated.

"I'm Ben Tennyson and I love this place!"

This was followed by a round of applause and loud cheering from the crowd. Ch'zell nodded in satisfaction. She could just imagine all the customers, and money, they would be raking in now.

"If you would like, Mr. Tennyson, we'll be having our fireworks display in a couple of hours. Would you like to watch?"

"Ooh, fireworks?" Nelliel asked. She looked at Ben excitedly. "Can we watch them?"

Ben smiled. "Sounds fun to me. Sure!"

* * *

><p>But as it was not night time just yet, Ben and Nelliel still had the entire day to enjoy until then. And enjoy it they would. Nelliel wasn't going to let one little run-in with Ben's baddies to get in the way of their date. Of course, things were a lot more interesting this time around. With Ben's identity now revealed to everyone in the park, Ben got even more attention than he did in Bellwood. Apparently he was more popular among aliens than among humans. Ben wasn't really paying attention to something like that and a good thing too. People would always come up asking for autographs, photos, stuff like that. But Ch'zell wanted to make sure that Ben still got to enjoy his date and had her security keep the excited tourists at bay. Ben and Nelliel had to admit that the fans did make a hindrance to their date, but they were determined to make the most of it.<p>

The two walked back to the carnival district to make sure they got there in time for the fireworks. They could've gone to explore the entire planet but they had been told the fireworks could be best seen from the carnival district and Ben wanted to make sure they got a good view. So for the rest of the day, they would go on rides, play games, win prizes, eat snacks. Ben smiled when he went over to a cotton candy stand and got some. Nelliel's face lit up with absolute delight at the delectable treat in Ben's hands.

"Oh thank you!" She beamed as Ben gave her one of them. With childish glee, she started digging in. Ben couldn't help but smile at how adorable she was. He started biting into his cotton candy too.

As night started to fall upon the planet, Nelliel looked around for the best place to see the fireworks. Then her eyes landed on the perfect spot. There was an actual ferris wheel on this planet!

"Ben!" She pointed. "Let's go there."

Ben, who got stuck carrying all of Nelliel's bags and prizes, noticed the ferrish wheel she was pointing at. "You think all these are gonna fit?"

"Not to worry, Mr. Tennyson. We'll make sure to look after your belongings while you enjoy your ride."

Ben was grateful he didn't jump or he would've dropped all of Nelliel's stuff. He frowned at his spooker. Ch'zell. "Are you gonna follow us the entire time?"

"I only pop up now and again, Mr. Tennyson. I see your date has selected the ferris wheel. An excellent suggestion. You should have a perfect view of the fireworks. I shall have the operator look after your things while you two enjoy yourselves."

Nelliel's excitement grew. "See, Ben?" She grabbed him by the jacket. "Come on!" Ben was pulled by her towards the ferris wheel. Ch'zell looked at the operator, who had overheard them, and nodded. The operator nodded back. He was gonna make sure Ben Tennyson and his date got to enjoy the fireworks first class.

After leaving their stuff with the operator, the two waited in line with everyone else. Soon, they were loaded into one of the cars of the ride. Once they were safetly seated and everyone else was loaded up, the ride began. The two looked around the park as the cars rotated.

"You really can see a lot from here," Nelliel said as she gazed at the view.

"Yeah. I think that's one of the funnest things about ferris wheels. The view."

"And it's not too fast. I noticed you looked a little queasy about some of those rides we went on."

Ben scratched the back of his head. "Heh. Sorry about that."

"Ben, it's fine. And it was sweet of you to go on them anyway just for me."

"Hey, I wanted to make sure you had a good time."

Nelliel looked at Ben lovingly. "Ben, I did have a good time and I'm having one now. Thank you so much for taking me here."

Ben smiled back. "You deserve it, Nelliel."

Just then the two felt the ride starting to slow down before coming to a complete stop. The two looked around and saw that their car had stopped at the very top. They had a view of the entire district.

"Wow," Nelliel said. "This place looks so beautiful at night."

Just then fireworks started going off in the sky. The colors, the displays, it was all a dazzling sight. Ben could hear the "Oooh"'s and "Aaaah"'s all over the park. He looked over at Nelliel, who was staring at the firework with a look of awe on her lovely face. Smiling, he turned his head to look at the fireworks too. Noticing this, Nelliel scooted closer to Ben and put her head on his shoulder. Ben gazed down at her but she remained fixed on the fireworks. Seeing her like this, remembering all the things they did today, and all the stuff they had been through, Ben started to feel something. He always cared about Nelliel, ever since he found her as a little girl playing tag in Hueco Mundo. But now those feelings were changing. Changing just like how he felt about Tia. For a brief moment he panicked, fearing that his feelings for her had dwindled but nothing, Ben found that his feelings for Tia were still the same as ever. Only now...he was starting to see Nelliel the same way. He could slightly feel the hickey Nelliel had given him, showing how much he was to her.

_Could...could I really be...falling in love? _Ben asked himself. Slowly he wrapped his arm around Nelliel, pulling her closer to him. Nelliel smiled to herself at his actions. She would have closed her eyes in contentment but she wanted to enjoy the beautiful fireworks. Despite how good it felt to be held by Ben like this.

_Ben... _she sighed. Happiness like this was unheard of in Hueco Mundo. Even when serving Aizen as the Third Espada she hadn't felt such happiness. She had merely existed for her duty. Since meeting Ben, though, she had learned there was more to life than duty. She could also hear his heart beating as she leaned close against him.

The two then looked at each other and leaned in for a kiss, all the while the fireworks illuminated the sky.

It was a good night for both of them.

**End of Chapter**

**Well, everyone. I know it was a long wait but hopefully the long length of words makes up for it. I know the action probably wasn't what you all were hoping for but I will make the action more exciting in the episodes to come. I would personally like to thank Pyromania101 and Kamen Rider Chrome especially for their help in making this chapter. Next girl on the roster is Sung-Sun. While I probably shouldn't have made all the girls fall in love with Ben, I put myself into this story and I am now determined to make it work. What can I say? Harribel, Nelliel, Sung-Sun, Apacci, and Mila Rose all deserve some loving after all. Even if it is with the same guy.**

**Though, to be honest, if I had made Ben a little bit more show accurate, I think the girls would find him annoying first and slowly warm up to him. Yeah, I made the girls a little too sappy at times in the first Volume and I made Ben a little too Gary-Stuish. I intend to do this right in this, and any other Volumes I might make. Personally I see Ben and Ichigo being two really deadly forces. I think Ben is more dangerous strategically while Ichigo is more dangerous in sheer power. As you can also see, I'm going to be a little more lenient with the language in the story. There are still some words I won't use but like I said, I will be a little more lenient. **

**Speaking of the previous Volume, Pyromania101 was kind enough to actually make a Wiki about my story. I'm honored he would do something like that. If any of you are interested in reading it, it's b-ua . wikia . com**

**And that's all for today, everyone. See you all next chapter when Ben goes on his date with Sung-Sun!**


	11. Ben 10 Must Die!

**Disclaimer: Ben 10 and Bleach do not belong to me.**

**It has come to my attention that some of you feel the action is lacking. I won't deny, the action has in fact been lacking lately. I hope to add some action in this chapter as well as advancing the plot a little more. I don't want this story to be all mushy fluff and nothing that makes Bleach or Ben 10 what they really are. Here's hoping you all like it.**

**Ben ****10**** Must Die!**

Menoly felt nervous. She was not in the mood to run into Grimmjow of all people here. With none of the other Espada around, the former Sexta (as ranks no longer had any meaning) had established himself as the new ruler of Hueco Mundo.

Or at least that's what he thought. Menoly had heard the rumors. Tales that some of the Hollows were actually willing to side with Ben Tennyson! They wanted _him _as their ruler, not Grimmjow! Loly had been furious. In her words, those ungrateful filth refused to join Aizen but were willing to serve under some human brat!

Menoly's doubts were increasing with each passing time. It was just the two of them against Ben and who knew how many people he had on his side. Did Loly even have a plan for this? Anyway, they seemed to have reached a breakthrough when they searched through Szayel's lab. Apparently he had managed to create means of masking one's reiatsu. For Loly, this was perfect. Neither Soul Society, nor those "traitors" would be able detect their presence when the two girls came for their revenge.

_"Soon, I can finally make Ben Tennyson pay for killing Aizen-sama!" Loly had said eagerly._

_"What about Grimmjow?" Menoly had asked nervously._

_"What about him?" Loly had challenged. "He's not going to get in my way. No one is going to get in my way of finally __killing __Ben Tennyson!"_

Menoly sighed as she remembered all those things. Oh how concerned she was for Loly. She really hoped that this revenge plan wasn't going to lead them to their deaths. If Ben could defeat and kill Aizen, what chance did they have?

* * *

><p>It had been almost a week since Ben's date with Nelliel. To be precise, it had been six days since then and once again it was Friday. The humans all shared a single expression: TGIF or 'Thank God It's Friday'! Meaning they had a weekend off for fun. However, that wasn't always the case with weekend homework.<p>

At Bellwood High, right before the final period of the day, Sung-Sun was walking to her locker. Behind her were JT and Cash who were helping carry her books to her locker.

"Thank you, boys," she said, smiling at them, making then blush.

"No problem, Sung-Sun," Cash sheepishly as he and JT loaded their books into her locker.

"I really do appreciate it," Sung-Sun told them coyly. Both boys sighed dreamily.

"If you need anything else, let us know," JT added. With that, the two boys went off to do whatever else they did.

Sung-Sun shook her head. Honestly, the things boys would do to impress girls.

"You're still leading those two around?" Apacci asked, having seen what had happened.

Sung-Sun giggled, hiding her mouth behind her sleeve as usual. "If those boys want to make complete fools out of themselves trying to get my attention, far be it from me to stop them."

In the short time they had been at school, the three girls were quite the center of attention. The girls lost track of how many love letters they found in their lockers, guys flat-out asking them out on dates, the flirtatious looks, gestures, pick-up lines. The girls all had their various means of dealing with the attention. Some they turned down nicely (or as nicely as Apacci could) while others they shot down in the most cruel and vicious ways possible. Mila Rose and Apacci favoring their more violent ways while Sung-Sun stuck with using her sharp tongue and razor wit. Of course, they usually saved those kind of rejections for the idiots with big egos who thought girls would just roll over for the chance to date them. The looks on those boys' faces were always priceless and so satisfying. And then there were the boys like JT and Cash, who would reduce themselves to servant-like roles in order to impress the girls. Sung-Sun usually wouldn't encourage something like that, but considering that these two had made Ben's childhood a living Hell, she felt some satisfaction seeing them act like fools for her.

"So," Apacci said. "What're you up to now?"

"I've been doing some thinking and I would like for you and Mila Rose to come see me after class."

Apacci raised an eyebrow. "What for?"

"Not here," Sung-Sun replied. "Later."

Apacci wasn't sure what Sung-Sun was trying to keep secret but she shrugged and went on her way. She'd find out once class was over.

* * *

><p>Class went by fast for Sung-Sun. She took her notes and everything but her mind was absolutely not on her schoolwork. Her thoughts were on something else. Or rather, <em>someone <em>else.

When Ben and Nelliel had returned from their date, the girls were more than happy to see Ben again. Not so much to see Nelliel though. And then things got even worse when Kevin, who had showed up at the time, revealed Ben's hickey. Needless to say, the Tres Bestias were not happy at all. They saw how far Nelliel was willing to go and now it was time for them to step up their own games.

Which was why, after class, Sung-Sun met up with Mila Rose and Apacci by the bleachers. It was their favorite spot.

"So what's up, Sung-Sun?" Mila Rose asked. "Apacci said you wanted to see us."

Sung-Sun nodded. "It's obvious that now it's one of our turns to go on the next date." She didn't say Ben's name aloud but she really didn't need to say it anyway. Who else would she be talking about?

She had Apacci and Mila Rose's undivided attention now.

"Which of us is going out with him next?"

"I am!" Apacci barked instantly.

"No you're not!" Mila Rose argued. "It was bad enough losing to Nelliel but there's no way I'm losing to you."

"And what makes you think you can ask him, you overgrown gorilla!"

"Gorilla?! You bitch, I'm gonna..." And the two started getting into their typical arguing.

Sung-Sun smirked behind her sleeve. Predictable. Her plan worked perfectly. She had absolutely no intention of trying to decide between them on who was going next. She didn't mind having Harribel-sama going first but she was not thrilled that Nelliel had gone next and she was not going to wait any longer. She would be going on a date with Ben now. And since Apacci and Mila Rose would be arguing the whole time, she could beat them to the punch.

With snake-like stealth, she managed to sneak away without either of the two noticing she was gone. But she had to hurry or else they would catch on. Back inside, she looked around for Ben.

As for our hero? Well, he was heading towards his locker. Tia said she wanted to talk to him at home about some of his grades in her class. Ben groaned. He hadn't meant to slack off but come on. He had lives to save during those days. He finally saw some action against the Forever Knights and they had been trying to get their hands on some pretty nasty equipment. Although Ben could've easily beaten them normally now, he decided to just use his Ultimatrix against them. There was also Ssserpent coming back to cause problems, but he was easily dealt with. Ben wondered what would happen if Sung-Sun met him. And if it wasn't some of his baddies, it was things like house fires, bank robberies. Phew, a hero's work was never done.

Ever since they had gotten back from Bachanal, Nelliel had become far more affectionate (though still keeping it within Sandra's approval range), but things had really changed, and in a good way. Ben saw that his feelings for Nelliel and Tia had greatly increased. He couldn't quite say he loved them yet but he was sure he was close. But this had him worry about the other three. They deserved to be loved too but Ben was afraid that he wouldn't be able to.

"Hello, Ben."

Speaking of which, Ben jumped when he was addressed and turned to see Sung-Sun at his locker. Oh, boy. And he was just thinking about her and the other girls.

"Hey, Sung-Sun. What's up?"

"Ben. I would like to go out with you this Saturday."

_Should've known_, Ben thought to himself. Personally, he was surprised that the one of the girls had waited this long to ask him. He had expected the three to start demanding dates the moment he and Nelliel got back. Ben had a strong suspicion that Tia might've had something to do with it. But hey, he was expecting this and he wouldn't let her down.

"Sure, Sung-Sun. What would you like to do?"

"I was thinking we could go dancing," Sung-Sun suggested.

"Dancing?" Now Ben was surprised.

"Yes, dancing," she confirmed.

"You snake!"

Ben and Sung-Sun turned to see Mila Rose and Apacci storming towards them. And they were both really, really pissed off.

"How could you cut us off like that?!" Apacci demanded.

Sung-Sun giggled innocently. "All's fair in love and war, ladies."

"Damn it, Sung-Sun! We'll get you for this!" Mila Rose yelled.

Sung-Sun scoffed playfully. "It's not my fault you both are so uncouth and impulsive. Perhaps if you two had some self control, this wouldn't have happened."

"Why you..." Mila Rose and Apacci growled. But Ben decided it was time to intervene before something happened, especially in the middle of the school hallway. Fortunately, everyone else had left and lucky for him, Tia had him come see her after school. Having an idea, Ben went over and threw his arms around Apacci and Mila Rose, pulling them close. Both girls were shocked and blushed slightly at Ben's actions.

"Come on, girls. Don't fight," Ben said softly into their ears. Both girls shivered at the feel of Ben's breath on their skin. "I promise that I'll go out with you soon. So please don't fight. Please?"

The two were absolutely flustered by Ben's move and all they could do was nod numbly. Ben smiled and gave them a group hug before gently releasing them. Both stumbled for a moment to collect themselves.

"Sung-Sun," Ben said with a smile. "I would love to go out with you Saturday."  
><em>I just need to figure out how to dance! <em>Ben couldn't remember the last time he had danced. Was it all the way back at Joel and Camille's wedding? And he was ten at the time! But he wasn't going to disappoint Sung-Sun.

Sung-Sun smiled and her smile made her pretty face all the more radiant and he blushed. "I'm looking forward to it. Oh, Ben. Can you drop me off somewhere?"

Ben raised a brow. "Sure, Sung-Sun. Where do you need to go?"

"My job as a tutor."

Ben blinked. "You're a tutor?"

Sung-Sun nodded. "The teachers were impressed with my grades and offered me the job."

"Hey, congratulations!"

Apacci snorted. "Figures. Little kiss-up."

"Oh? Are you sure you aren't jealous? I know that you have a small brain but could you at least put in some effort?" Sun Sung teased.

"Why you..."

Ben could only facepalm as the arguing picked up again.

* * *

><p>Ben and the girls were inside his car, driving to where the child Sung-Sun needed to tutor lived. When they stopped, Ben's jaw dropped. "No way."<p>

"Ben? Is something wrong?"

"Sung-Sun? Is the kid you're tutoring go by the name of Jimmy Jones by any chance?"

Now it was Sung-Sun's turn to blink. "You know him?"

"Yeah. He's...kinda the reason everyone knows I turn into aliens."

The girls all stared at him.

Ben explained, "Jimmy was able to figure out the connection between me and my aliens and posted a whole bunch of stuff online. Then Harangue got hold of it and..."

"So this little brat is the reason Harangue tries to ruin your life?" Apacci growled.

"He didn't mean to," Ben explained. "He did it because he thought I'd like the fame and fortune that came with being a hero."

"And do you?" Mila Rose asked with a smirk.

Ben averted her gaze. "Well, I do admit being famous is pretty nice. It has some perks, but it _can _be annoying now and then. But hey, Jimmy's a good kid and he's been pretty helpful in the past."

"Would you like to come and see him?" Sung-Sun offered.

"I'll chat with him later." Ben said. "I think if I come in with you, it might distract him. Oh, and his mom's real nice. She'll probably bake some cookies for you."

Sung-Sun giggled. "Well, I better get going. See you in an hour?"

"You got it." Ben grinned.

A mischievous look in her eyes, Sung-Sun, who had been sitting in the front passenger seat, quickly gave Ben a peck on the cheek before getting out the car and closing the door behind her. Ben was taken aback by her action while Mila Rose and Apacci were both fuming, gripping the front seats in anger. Ben strummed his fingers on the steering wheel, fearing that the slightest thing he said or did would set them off. Silently he pulled the car out and headed for home.

When he got there, he noticed Kevin's car in the driveway. He must've picked Gwen up from school or something. Sure enough, he saw Kevin leaning against his car and Gwen standing next to it. Once Ben parked his own car, he and the girls got out.

"What's up?" Ben asked when he saw them. "Trouble?"

"We were wondering if you guys were gonna go to the party Saturday," Gwen told him.

"Party?" Ben asked.

"Yeah. Apparently there's gonna be a big party at the mall or something," Kevin explained.

"Music, food, loads of dancing."

"What's the occasion?" Ben asked.

"Maybe some students just thought it was time to have some fun, I don't know," Kevin shrugged.

"That must be where Sung-Sun wants to go," Ben figured.

"Oh, you're going with Sung-Sun next?" Kevin chuckled. He looked at Apacci and Mila Rose. "Better luck next time, girls."

Apacci and Mila Rose snarled angrily at him. Ben groaned. "Bad idea, Kevin."

"So, you're going with Sung-Sun to the party?" Gwen asked.

"I guess so. Sung-Sun said she wanted to go dancing Saturday."

"Do you even know _how _to dance?" Kevin asked in amusement.

Ben's eyes darted around nervously. "Uh, yeah."

Kevin smirked as he spotted Ben's left eye twitching. "Bud, something tells me you better learn how to dance and fast."

"Not helping."

Luckily Gwen stepped in. "Don't listen to him, Ben. You'll do fine. Just relax and I'm sure it'll come naturally to you."

"And try not to step on her toes," Kevin couldn't help adding in. Ben groaned.

"Come on, let's go and watch Sumo Slammers or something," Gwen offered to cheer Ben up.

Mila Rose and Apacci looked at each other. They really weren't all that into Sumo Slammers and couldn't really figure out what Ben saw in them.

"OK, but in an hour I gotta go pick up Sung-Sun. She's tutoring now."

"Oh?" Gwen asked.

"Yeah. And you won't believe who she's tutoring: Jimmy."

"Jimmy?" Kevin and Gwen both asked. Kevin snorted in laughter.

Kevin said, "His mom probably got tired of him goofing around online."

* * *

><p>"Oh, thank you for coming, Ms. Sung-Sun," Mrs. Jones greeted, welcoming the female Arrancar into her home.<p>

"It's no problem, Mrs. Jones," Sung-Sun replied. "It's my job after all."

"It's just that when I got his last report card I was really surprised. Jimmy's usually a bright little boy. But he's always in front of the computer and well..." Mrs. Jones sighed.

"Little boys do indulge in their hobbies," Sung-Sun said.

"Glad you understand," smiled Mrs. Jones. She yelled, "Jimmy, get down here and say hello to your tutor!"

"Coming, Mom!" Jimmy exclaimed as he came down to see and he stopped in the living room. As soon as he saw Sung-Sun, he blushed, "Uh...hi."

"Hello, Jimmy. I'm Cyan Sung-Sun and I'll be your tutor."

"Yes, my tutor," Jimmy rubbed the back of his head.

"I've got some cookies baking. I'll bring them up when they're done," said Mrs. Jones before leaving the two.

"Well, my room is upstairs," said Jimmy and he led Sung-Sun upstairs to his room. Sung-Sun smiled. As they walked up the stairs, Jimmy couldn't help but wonder if he had seen Sung-Sun before. She seemed so familiar.

Wanting to make the boy feel more at ease, Sung-Sun chatted with him while enjoying his mother's cookies. Ben was right. They were delicious and she was certain to let Mrs. Jones know. From what Sung-Sun could tell about the boy, Jimmy was definitely bright, but he focused most of his time online, neglecting his studies. Sung-Sun was here to make sure he could catch up and not be left behind at school. At Ben's school, she got straight A's, which Ben was proud of and she was happy enough to accept the praises from him. While Tia was her mistress, Ben was her king.

Even if she never said it out loud.

"Alright, what should we start with?" Sung-Sun asked, noticing the stack of text books.

"Well, I guess, math?" Jimmy said, unsure.

"Yes, math," she agreed. "Let's see where you're at in school."

* * *

><p>"So, Sung-Sun's tutoring that boy Jimmy," remarked Sandra. The gang was inside and Ben had filled his parents in when they noticed Sung-Sun's absence.<p>

"Yeah," answered Ben.

"Maybe she should tutor you," Sandra suggested. "I'm sure you'll both be happy with that arrangement."

Ben shrugged, "I...guess..."

Kevin snorted. "They might be too busy making out to do any tutoring." Ben's eyes widened as he actually imagined Sung-Sun and himself kissing each other while sitting at a table full of school books and homework. Kevin noticed Ben's cheeks and his far off look and laughed. "Looks like Ben wouldn't mind that."

That snapped Ben out of his daydream as he noticed everyone looking at him now. Kevin had an amused look on his face while Gwen had a more bemused one. Sandra raised a brow at her son while the two Arrancar girls looked ready to go on the war path. Ben needed something to get off this and fast.

"Uh...I think I have some homework I need to do. I'll go to my room and start on it." With that, the hero of universe dashed to his room before anyone else could get a word in.

Sandra sighed at her son's antics. "That boy."

"Can't blame him," Kevin said. "Having to share a house with five hotties? I'm surprised he's controlled himself _this _long."

Gwen frowned at her boyfriend. "Now's a good time to shut up."

"I'm just saying. You know how many guys would jump at the chance to live Ben's life right now?"

Gwen crossed her arms and looked at Kevin square in the eye. "No. Why don't you tell me?"

Kevin paled at his girlfriend's glare. "Uh..." His eyes darted around the room as he tried to think about what to say. "What're we talking about?"

* * *

><p>Mrs. Jones had to admit that she was impressed with this Sung-Sun girl. The girl certainly knew her stuff and taught it in a way that was easy to understand. She feared the girl would be put off by her son's internet habits but Sung-Sun was simply amused and didn't give her son a hard time about it. Sung-Sun was a good girl with a good head on her shoulders as far as Mrs. Jones was concerned.<p>

But she could see that her son seemed to have developed a bit of a crush on Sung-Sun too. The way he would look at her with a dreamy look in her eyes and the way he would occasionally sigh was proof enough. Mrs. Jones thought it was cute but she also hoped that Jimmy's crush wouldn't get in the way of him actually learning something.

"So, Jimmy," Sung-Sun asked after explaining a problem. "Do you understand now?"

"Yeah! I can't believe I didn't realize notice that before!" Jimmy exclaimed.

Mrs. Jones let out a sigh of relief. Looks like she didn't have to worry about his crush getting in the way. For now.

"Things don't look easy at first, but once you take the time to just sit down and think about it, problems can become quite easy."

Jimmy smiled, gazing at Sung-Sun's pretty face.

"Hey, Sung-Sun. Do you every play Craft of War?"

"Jimmy!" His mother barked at him. "You need to focus on your schoolwork!"

"It's alright, Mrs. Jones," Sung-Sun reassured her. She smiled at Jimmy and he felt like mush. "I'm afraid I've never heard of Craft of War. I don't really spend time on the internet."

"Aw," Jimmy moaned. It would've been so awesome if she had an account there. Then they could go on quests together.

Sung-Sun decided to say something else. "That's a nice jacket you have. It looks so much like Ben's."

Jimmy was all smiles. "Thanks! It's my favorite." Then he pouted. "But Ben's new jacket looks cooler." Yep, when Ben had gotten back from Bachanal, everyone had noticed the new jacket he was wearing. It was quite amazing and all the rage when the public saw it.

"You're really fond of him aren't you?"

"Yeah!" He blushed at his outburst. "I mean, yeah, he's pretty cool. I've helped him out before."

"So he told me," Sung-Sun's smile widened.

Jimmy gasped. "You know Ben?" Then his eyes widened. "Are...you his girlfriend?"

Sung-Sun blushed and Jimmy felt a little envious.

"I...would love to be his girlfriend but I'm afraid it's not that simple."

"Are you afraid to tell him?"

Sung-Sun laughed. "Shouldn't we be getting back to your schoolwork?"

"School can wait if it's about Ben," Jimmy said firmly. "So what's wrong?"

Sung-Sun sighed. "Ben is going through some...complicated things right now."

"What kind of things?" Jimmy asked, eager to help his hero.

"I'm sorry but that's personal," Sung-Sun said softly. "Come on. let's continue. The hour isn't up yet."

* * *

><p>Speaking of Ben, he was lying in his bed, thinking. His first thoughts were of course on this Saturday's party. He hadn't danced since he was a kid. Would there be slow dancing? Ben thought he could handle that. As long as he didn't step on Sung-Sun toes. But what if it was fast-paced dancing? Ben was afraid of looking like a total idiot in front of one of the most important girls in his life.<p>

Yes, Ben had been doing some thinking ever since the trip back to Earth from, of course, Bachanal. His date with Nelliel had made him realize how serious he had to take this. These girls. These five wonderful girls who always seemed so focused on making him happy. And what had he done to deserve their unconditional...love?

Sure he did nice things for them, made that Oasis back in Hueco Mundo, stood up to Baraggan for them, but still he felt like he hadn't done enough to deserve any of it. His thoughts were interrupted when he heard a knock at his door. "Come in!"

His door opened and Gwen walked in.

"Hey, Ben. What's up?"

"Oh, you know. The usual." His brows furrowed.

Gwen looked at him in concern. "You okay?"

Ben looked at his cousin. Maybe he could talk to her about his problems.

"I...I have some stuff on my mind."

"Like?" Gwen asked.

"The girls."

Gwen frowned. She was going to need a little bit more than that to understand Ben's problem. "What about them?"

Ben sighed as he sat up. "I just feel...I don't know. Weird. Like I'm finally understanding how much I mean to them."

"And all the times they kept saying they love you wasn't a big enough clue?" Gwen asked playfully.

"Ha ha," Ben replied dryly. "I mean...I don't know how to explain it."

"Are you afraid that you won't love them back?"

"Partly," Ben admitted. "I mean, they do all these things for me. Always thinking about me first instead of themselves. And what have I done to actually deserve it?"

"Well, I don't know all the stuff you've been through with them but they obviously think you deserve it."

"Yeah," Ben said. He got off his bed and started pacing. "I'm afraid I won't love them back. I'm afraid that I'll love one more than the others. I'm afraid I'll disappoint them. I'm afraid...I'm afraid..."

"Afraid you'll treat them like you did Julie?" Gwen asked softly.

Ben flinched at her words. But then his face saddened. "Yeah," he added quietly and filled with guilt.

Gwen sighed. "Ben, you're only human, and you're prone to make mistakes. Yeah, your relationship with Julie had bumps on the road but you both were able to work things out until..."

Ben looked at his feet. "Yeah, I know, but this is different. It's not just one girl, it's FIVE, and I feel like my feelings are pointing to all of them. Ugh...I wish there was a manual or something for this."

Just then, Kevin entered. "You know, some alien races practice polygamy."

Gwen rolled her eyes "Kevin..."

Kevin shrugged "I'm just saying. Then again, that's only because the female-to-male ratio is like 5 to 1."

Gwen shook her head before looking back at Ben. "I think what Kevin means is that you'll figure something out."

Kevin smirked. "Like marry one and keep the others as mistresses."

"Kevin!" The cousins cried out.

"Just trying to be helpful." Only a minute passed when, "So...who's gonna get the ring?"

"Kevin!"

* * *

><p>Mrs. Jones beamed as Sung-Sun was preparing to head out following her hour. "Thank you so much, Ms. Sung-Sun. I hope Jimmy didn't bother you too much."<p>

Sung-Sun smiled pleasantly. "It was a pleasure, Mrs. Jones. And I know boys can have short attentions spans at times."

Mrs. Jones chuckled. "At least now I know his grades will improve. I'm not asking for much. Just some B's and A's on his report card."

Sung-Sun nodded. "You just want the best for him. I understand."

Mrs. Jones was more and more impressed with this quite mature young lady. "Oh, and here's money for your time and some cookies for you to take home."

Sung-Sun's smile widened as she accepted the money and tupperware full of cookies. "Thank you, Mrs. Jones. I'll see you again soon. You too, Jimmy."

"Bye, Sung-Sun!" Jimmy waved eagerly.

Sung-Sun chuckled to herself as she headed out. She smiled when she saw Ben's car already here and she could spot him inside it. Sung-Sun walked over to Ben's car and got in.

"Hey," Ben said.

Sun-Sung replied, "Hello, Ben. Were you waiting long?"

"Nah. Just got here. So how was it?"

"Jimmy is actually a pleasant young man and his mom, well...she's very sweet but she sure knows how to leave an impression."

Ben laughed, knowing all too well what she meant. He spotted the bag of cookies in her hands and grinned. "Gave you some of her cookies, huh?"

"Oh, yes. They're quite good. Would you like some?"

"Sure."

Sung-Sun smirked as a wicked idea came to mind. After that little love bite she saw on Ben's neck when he got home from Bachanal, she knew that it was time to step up the game. She pulled a cookie out from the container. Ben reached out for it but Sung-Sun pulled it out of his reach. Ben was confused by her actions. She broke the cookie in half and handed one of the halves to him. Still not understanding what was going on, Ben took his half and popped it in his mouth. As usual, Mrs. Jones' cookies were absolutely delicious.

"Would you like the other half, Ben?" Sung-Sun asked playfully.

"Uh...sure."

Sung-Sun's smirk turned mischievous. "Come and get it." She held the other half with her mouth and leaned her head closer for Ben to reach.

Ben gulped when he realized what her intentions were.

"Hmm?" Sung-Sun hummed, waiting for Ben to make his move.

Hesitantly, slowly Ben tilted his own head towards Sung-Sun. Nervously he opened his mouth, knowing that Sung-Sun wanted him to claim the cookie half that way. Sung-Sun pleasantly shivered as she felt his breath on her skin. He was so close. Ben closed his mouth around the cookie piece, his lips coming in contact with Sung-Sun's. She sighed happily at the feel of Ben's lips and even had to fight back a moan as she released the cookie and Ben pulled his head back. He slowly chewed it as he started up the car. Sung-Sun smiled coyly at him.

Sun-Sung smiled, "Yes. Those cookies are absolutely _delicious._"

Ben was sure his face was as red as Four Arms. "Eh, heh heh, you girls certainly have become a lot bolder," he said offhandedly.

Sung-Sun just smiled innocently. "Is it wrong for us to show our affection?"

"Well, no, I guess I just..."

"Don't worry about it, Ben. We just want to show you how much you mean to us."

Those were almost the exact same words Nelliel had said. Ben smiled softly, remembering his chat with Gwen...and Kevin. He smiled at her.

"And I'll make sure to show you girls how much you mean to me."

Sung-Sun gasped. "Ben?"

Ben looked at his steering wheel. "I'm finally starting to see how serious you girls are about me. And...I'm afraid of messing up."

Sung-Sun tilted her head. "Why do you think you'll mess up?"

Ben felt awkward, wondering how he had landed himself in this position. He groaned in frustration.

Sung-Sun looked at him sadly. "Ben, you can tell me. I want to help."

Ben lowered his head. He knew that he already had this conversation with Gwen but it wasn't enough to make his worries go away. But he didn't know how Sung-Sun would feel if he told her. But he felt a hand resting on his own. Ben turned to see Sung-Sun, whose hand, of course, was on his.

"Ben," she addressed him softly. "Please tell me."

Ben looked into her lavender eyes, full of pleading. He sighed.

"I just...I feel like I don't deserve you. Any of you."

Sung-Sun was shocked. "Why do you think that?

Ben looked at his feet. "I...I..."

Sung-Sun pondered why Ben would think such a thing.

"Ben...does this have anything to do with Julie?"

Ben's eyes widened. "How did you..."

"Gwen," Sung-Sun explained.

Ben sighed again. "Figures. When did she tell you?"

"Shortly before your date with Harribel-sama,"

"What did she tell you?"

"About what happened to Julie. Why the two of you were forced apart."

Ben closed his eyes. "She didn't tell you all of it."

Sung-Sun was confused. "All of it?"

Ben nodded. "There were...plenty of times when I wasn't a good boyfriend to her. I wasn't always there for her when she needed me. Or I'd neglect her needs for something _I_ wanted. And just when we were going good...she...she..." He couldn't finish his sentence but Sung-Sun figured he was talking about when she got injured.

"And now you're afraid of doing the same to us?" Sung-Sun asked in realization.

"Yeah. I don't want to put you girls through that but I'm afraid I'll do it anyway. You five...you're really special to me and I'd never forgive myself if I ever wronged any of you in any way."

Sung-Sun smiled at him. "You won't."

"How do you know that?" Ben asked, cringing when he realized his tone was a bit more snappish than he would've liked.

Sung-Sun reached out to cup his face. "I know, Ben." And she gave him a slight peck on his lips to ease him down. "Please believe me. I know, Harribel-sama knows, and I'm sure the others know that you would never wrong us."

Ben gave a small smile back to Sung-Sun. Unable to think of anything, he buckled up, waited for Sung-Sun to buckle her own seat, and they headed back home.

* * *

><p>When they got back, they found that Tia had returned as well.<p>

"Ah, you're back," she noted.

"Hello, Harribel-sama," Sung-Sun said, bowing her head respectively.

"Hey, Tia," Ben waved.

"Sung-Sun, I hear you and Ben are going on your date tomorrow."

Sung-Sun nodded. "Yes, Harribel-sama. I heard there was going to be a party at the Bellwood mall and that it would be a good place to go."

"Is that so? I think I heard some students mention it in class."

"Then how come I'm just now hearing about it?" Ben asked.

"Perhaps you were too distracted by other things," Tia answered. "Like focusing on your schoolwork?"

Ben groaned. "Tia~" He whined.

"Don't 'Tia' me, Ben," Tia said, though she was amused by his antics. "You can't afford to fall behind in your classes."

Ben sighed. This was the price he paid for living in the same house with out of his teachers. "Oh, alright. I'll go and do some more work on it." With that, Ben went to his room. Sandra, who had overheard everything, walked in impressed.

Sandra praised, "Well done, Tia. Now if I could only do that to get Ben to do his chores more." The girls all laughed as they knew fully well how much of a slacker Ben could be in anything but saving the day.

"I'm afraid I can't do miracles, Sandra," Tia joked, surprising the others that she actually did one. Nelliel, who had been reading nearby, found it funny though and giggled.

Apacci noticed Sung-Sun had a concerned look on her face. "Oi, Sung-Sun. What's the matter with you?"

Sung-Sun looked at the other girls in turn. "We need to talk." She looked over at Nelliel. "_All _of us."

The rest of the girls looked at each other, wondering what was up with Sung-Sun. Managing to pull the other girls to the side, Sung-Sun told the others of what she and Ben had talked about earlier. They were each surprised by what they were told.

"Ben...really feels that way?" Nelliel asked.

Sung-Sun nodded.

"It seems he hasn't quite forgiven himself," Tia reasoned. "And then there are the five of us. We can all see that Ben doesn't want to repeat what he did before. But I'm worried. Ben may push himself too hard in trying to please us." Comprehension dawned on the Tres Bestias at their mistress's words. "Thank you for telling us, Sung-Sun."

Sung-Sun nodded. "Tomorrow, I will do what I can to help Ben."

Mila Rose and Apacci both glared at Sung-Sun, still steamed on how she got her date with their man. Tia saw their looks. "Girls," she said sternly, drawing their attention. "This is Sung-Sun's turn. Let them have their time together."

Both girls sighed. "Yes, Harribel-sama."

Sung-Sun looked towards Ben's room. She was determined to help Ben overcome his insecurities and make sure that he didn't push himself too far. But first, she needed something to wear to the dance tomorrow.

"I wonder if Gwen's available."

* * *

><p>Back in Hueco Mundo, Loly and Menoly were moving stealthily through the desert. Despite the cloaks they found in Szayel's lab to mask their reiatsu, there was still the chance of accidentally getting spotted. Personally, Menoly was just glad to be as far away from Las Noches as possible. Hopefully, Grimmjow hadn't noticed their presence. Though now that she thought about it, he probably wouldn't care as long as they didn't give him trouble. Somehow, she was pretty sure that Loly would do just that in the future.<p>

"Loly," Menoly said quietly, so as not to be overheard by any unwanted company. "How are we going to find Ben Tennyson? We don't know where he lives in the human world."

"That'll be easy," Loly replied. "All we gotta do is find one of those Hollows that dare to call him 'King' and get our answers out of him."

Menoly had noticed a few things happening to her friend since Aizen's defeat. First of all, she had this crazed look in her eyes whenever she talked about Ben Tennyson. Menoly hated the young man too but Loly's rage went beyond hatred. She didn't just want to destroy Ben, but his entire life, his friends and family. She wanted to break him.

And sometimes, when they slept, Menoly heard Loly speak in her sleep of the things she'd do to Ben once she got her hands on him. Menoly could be cruel too but Loly's cruelty went beyond what Menoly would ever consider committing.

Loly even considered going up against Grimmjow himself but Menoly had talked her out of it.

"And then?" Menoly asked.

"We kill him. He's just powerful because of that thing on his wrist. If we stop him from using it, it'll be easy," Loly said arrogantly.

"But what about the others-?"

"As if a bunch of traitors and whores are any match for us!" Loly snapped. "Now, come on, let's go find out where Tennyson lives. I really want to sink my claws into him!

* * *

><p>"What do you think of this outfit?" Sung-Sun asked as she put on a tank top and jacket combination with denim shorts. She and Gwen were at home, going over some outfits.<p>

"I dunno. It doesn't seem like your style," remarked Gwen. Sung-Sun groaned and started to undress. "Do you really need me for this?"

"I'd ask Ben, but he's a boy and I want to surprise him. I need to know what you think he'd like to see me in at the party," Sung-Sun said. "And, it's also a party for teenagers."

"Oh, right, this is your first party. They don't have those in Hueco Mundo, do they?" Gwen asked. Sung-Sun's deadpan gaze was enough of an answer for her. "Well, it's supposed to be casual, but that's no reason to dress like a slob."

"I understand that," said Sung-Sun as she put on a dress. "How's this?" It was a white Chinese-styled mini-dress with short sleeves that went down to the mid-thigh. There were slits on the side to expose her legs. It also had a snake pattern on it. The collar was high with a modest neck-line.

"That…looks nice," said Gwen, admitting that she was very impressed with the outfit.

"Thank you," said Sung-Sun. "I was considering putting on some black stockings too with this."

Gwen pictured it and nodded, "Yeah."

"What about the side-slits?" Sun-Sung asked.

"They aren't that high up," said Gwen. "I don't think they'll cause too much of a problem."

There was a knock at the door.

"Come in," said Sung-Sun. "Oh, Mrs. Tennyson. It's you."

"Hi girls," Sandra smiled. "Oh, is that what you'll be wearing? You look lovely."

"Thank you, Mrs. Tennyson."

"Is there something you need, Aunt Sandra?" Gwen asked.

"I wanted to ask Sung-Sun to come down to talk to her about that party," said Sandra.

"Just let me change," said Sung-Sun. She disrobed and went back to her house clothes.

* * *

><p>"This is so boring!" Vega complained. "We've got nothing to do here!"<p>

Much to Ben's, and everyone's shock. Vega wound up getting enrolled at the high school as well along with some of the others. Now not all of them could get enrolled as students for obvious reasons but Vega looked convincing enough. Findor had joined him, so as not to have his comrade feel out of place too much. Besides, he wanted to make sure Vega didn't start any trouble with Ben.

"Actually, I've heard there was supposed to be some kind of party," said Findor.

"A party? What's that supposed to be?" Vega demanded.

"Some kind of gathering," said Findor. "With music, food and drinks."

"Where?"

"The Bellwood Mall if I'm not mistaken," said Findor. "Are you interested in going, Vega?"

"Better than nothing, Findor!"

* * *

><p>"You're both going to the party too?" Sung-Sun asked her fellow Fraccion in shock.<p>

"Yeah," said Apacci as she crossed her arms. "Got a problem with that?"

Sung-Sun's eyes narrowed.

"And don't worry; we won't ruin your little date with Ben," Mila Rose said through gritted teeth. The Trea Bestias were together in the living room with Sandra.

"Now, girls, tomorrow there'll be a party, a _teen _party," said Sandra. "I just thought I should give you some advice."

"We can handle ourselves," Apacci declared. "I don't see why you have to worry."

"Even so, you all live under my roof, which means you're my responsibility too," Sandra said firmly. "Now, I've talked to Ben about this before his first teenage party, so I'm going to do it now with you. First of all, you shouldn't accept drinks from somebody you don't know. They might've drugged or spiked it. Also, some kids would even bring alcohol to these party. I know it's at the mall but you can't be too careful. Just make sure you don't drink alcohol. And I think I also need to add to not start any fights."

"_I_ won't," Sung-Sun promised, "I'm not sure about these two, though."

"What is that supposed to mean?" Mila Rose and Apacci retorted in unison.

"There are some girls who at this party are gonna act like bitches," Sandra said, halting their usual arguing. The three girls stared at her since Sandra was usually quite stern at the language spoken in her house. "Forgive my French, but that's how it is. These parties are like hunting grounds for girls to find the perfect mate. Same for boys. And I'm aware that a lot of girls at Ben's school are his fans. You're aware of that as well. Just don't let them get to you. Understood?"

"Yes," said the Tres Bestias.

"Oh, and if you have to fight, then use your words," Sandra added. "Don't get too physical."  
>Sung-Sun knew that wouldn't be a problem. Out of the three, she was quite good in both physical and verbal combat. The other two weren't as good in the latter as she was, though and that worried her.<p>

"I'm goning to drop by the mall and see if I can do something about my hair," Sung-Sun said. "I want to make it look nice for this party."

"Oh?" Sandra asked. "If that's the case, I know the perfect place for you to go. Let me call and make reservations for you then I'll take you there."

* * *

><p>"How come I can't come to the party?" Lilynette whined, frowning. After Gwen was done talking to Sung-Sun, she and Kevin (who had brought her there) were back home. Lilynette had found out about the party.<p>

"Because, you're still just a little kid," said Kevin.

"I'm not a little kid!" Lilynette snarled, pouting. Gwen smiled at how cute Lilynette looked and patted her head. "And stop that!"

"Sorry, it's just that you kinda are in this world," Gwen explained. She looked around. "And where's Starrk?"

"He's going on another date with my teacher," Lilynette replied.

"He's on a date with your teacher?" Kevin asked, trying to fight back his laughter. "How come I never knew this?"

"Because I knew you'd react this way," Gwen explained. She looked at Lilynette. "So they're on a second date?"

"They hit it off. You had to have seen him when he came home the last time. He was smiling."

"Isn't that great?" Gwen asked.

"Yeah, but, a long time ago it was always just us," said Lilynette. "You know?"

"So?" Gwen asked kindly. "Now you have all of us as your friends. Or are you afraid about Starrk and her becoming something...more?" Lilynette fidgeted nervously. "Give her a chance. You might actually come to like her."

Lilynette sighed. Her teacher wasn't a bad person. Lilynette just got annoyed at being treated like a baby. "Alright," she sighed. "...I'll try."

"Good girl," Gwen smiled.

* * *

><p>Back at home, Ben was busy, lost in thought as he sat in his room. While he had been thinking about how his relationship with the girls stood, he was also thinking about those visions he had experienced with that Clairvorian. Loly, that strange Flame Circle, that Vilgax-like monster, and that strange guy in the weird uniform. What did they all mean? And when would this stuff happen? Should he go to Hueco Mundo and see what had happened to Loly since Aizen died? The thought made him groan, not just because he'd have to deal with Loly, but also because he would have to put up with Grimmjow. That reminded him, Grimmjow was going to show up tomorrow. Hopefully not at the dance.<p>

"Oh, boy. What have I gotten myself into now?" he groaned to himself.

* * *

><p>That night, everyone was eating dinner.<p>

"So, Ben," Carl said. "I hear you and Sung-Sun are going to that party tomorrow."

"Yep," Ben said as he stuffed his mouth.

"Just be careful out there. You never know what could happen at those kind of parties." He looked at each of the girls. "And you all be careful there too."

"I can't go," Nelliel whined. "I'm working tomorrow."

"And I need to prepare my lesson plan for Monday," Tia said. She looked at Ben and the Tres Bestias. "But I will make sure you keep track of your homework." Sung-Sun nodded respectively, Mila Rose and Apacci nodded though with less enthusiasm. Ben was the only one who flat-out groaned.

"Hero or not, Ben, you need to do your homework." Carl gently chided his son.

That night, Ben and the girls stayed up to see if there was anything good to watch on TV. Ben was hoping to watch some Sumo Slammers but majority vote overruled him. As much as the girls loved him, they just couldn't see what was so great about that sumo thing. Though to make it up to him, Ben found himself cuddled amongst the girls as they looked for something to watch. Oooh, boy. Kevin was right. How Ben was able to control himself with these five beauties was a mystery...even to himself.

* * *

><p>"Oh, what brings you here, Sung-Sun?" Charlotte greeted as Sung-Sun entered the beauty salon the next day (Saturday).<p>

Sung-Sun had to admit that she was surprised. Nelliel had told her and the other girls that Charlotte worked at a beauty salon but she never imagined Sandra coming here. Apparently despite Charlotte's...quirks they got along pretty well. Though Sung-Sun suspected it might of have had something to do with Charlotte's high opinion of Ben. Nonetheless, Sung-Sun was grateful to Sandra for booking her an appointment. Apparently Charlotte was so surprisingly skilled, people actually needed reservations for this place! _Reservations_!

"I need you to do something about my hair. There's a party tonight and I want to look my best," said Sung-Sun.

"Say no more, darling. Come take a seat and let Charlotte make you beautiful!" said Charlotte as he led her in.

"I hope you weren't busy," said Sung-Sun.

"Oh, Sandra called me and booked me to help you," said Charlotte, smiling. "When I heard what it was about, I couldn't wait. Now, sit down and let me work my magic! So what would you like? A cut? Or just a style for your party?"

"You know about the party?"

"You think you're only the teen girl coming here? A whole bunch of them have been here to get their hair all prettied up for the party." He gave Sung-Sun a sly look as he washed his hands to begin. "So...are you going with a certain hero we all know?"

Sung-Sun blushed and failed to hide the smile on her face. Charlotte beamed. However, several other patrons in the salon couldn't resist eavesdropping on their conversation.

"So, what'll it be?" Charlotte asked.

"I think I'll just have my hair styled," Sung-Sun said. "See if he likes it."

Charlotte grinned. "Oh don't worry. When I'm done, he won't able to keep his hands off you." Sung-Sun blushed furiously as her mind started displaying such scenarios. "Now let's get to work!"

* * *

><p>At the Levin household, Ulquiorra was discussing his own plans while Kevin prepared himself for the dance. Personally, he would've preferred some nice, private place for him and Gwen but Gwen really wanted to go to this. Besides, Kevin felt that he needed to keep an eye out on Ben's girls. He didn't want them starting trouble. Or someone starting trouble with them.<p>

"Shouldn't we report back to Harangue by now?" Ulquiorra asked.

"Nah," Kevin said as he got ready. "Try to rush things too fast and he'll suspect something. Besides, Ben's gonna be at this party so we can always use that to help us."

Ulquiorra shrugged. "Very well, then."

"Why don't you come to the party?" Kevin asked. "Might do you some good."

"I was under the impression that this party was for teenagers only. Besides, I do not see the point in attending."

"Come on, man. You need to loosen up. Enjoy life."

Ulquiorra knew that this was the time most people would roll their eyes and he was honestly tempted to do such a thing. Instead he simply turned his head. "It would be for the best if I did otherwise."

Kevin sighed. "Suit yourself, man." He tapped his chin playfully. "Wonder if you would've gone if Orihime was going."

Ulquiorra frowned at Kevin's grinning face. "You exist to torment me, don't you?"

Kevin just laughed. Ulquiorra turned his head once again. Not having to worry about Harangue for the time being could turn out to be a good thing. He had other plans in focus on.

* * *

><p>Meanwhile, Yoruichi was walking down the street in her cat form. She wouldn't minding walking around as her human form, but the cat was less likely to draw attention. As usual, she was keeping an eye on Ben and his friends. She had been there when Ben and Nelliel had returned from where they had gone and she spotted that hickey on Ben's neck. She was impressed. Ben was really starting to man up. While there was nothing wrong on the spiritual side of things, she saw that Ben had enough of his own problems.<p>

Honestly, this place was like Karakura Town's equivalent for alien activity. And Ben was Bellwood's Ichigo. If you replaced a hot-tempered punk with a cocky show-off. Despite all of Ben's show-boating though, she could see that deep down Ben was fueled by the same force that drove Ichigo: to protect others. If those two were to team up, they would probably be an unstoppable force. The Soul King have mercy on whoever they would go up against.

Kisuke would have a field day with this place. All the aliens, their technology; this place was a mother-load worth of research.

Yoruichi had learned that a big party was going on at the mall. While it was most likely going to be an average teen party, she decided to keep an eye on things just in case. She didn't want any more Hollows showing up to see their "king".

* * *

><p>At Ben's house, Ben himself was preparing for the dance. He wasn't changing his clothes as he had come to like the hoodie he got from Ch'zell. He was currently helping himself to a cheeseburger when the door opened up. Ben looked up to see who it was and his jaw dropped. Sung-Sun walked inside sporting a new hair style.<p>

"Sung-Sun?" he asked. She had her hair up in two buns on either side of her hair, each bun covered up in cloth tied with ribbons.

"Do you like it? I had Charlotte style it," she said. "He calls it the 'Ox Horn' style."

Ben was imagining Sung-Sun dressed in blue and kicking butt like a certain Kung-fu girl from a certain video game series.

"It looks great on you," he said honestly. "Really cute. It suits you."

She blushed. _'He just called me cute!'_

"Look at her," Apacci snarled, watching them from the kitchen. "Getting herself all dolled up."

"Is she trying to rub the fact that she's going with him in our faces?" Mila Rose demanded.

"Girls." Both froze when they heard the voice of their mistress. They turned to see Tia standing behind them with a stern look in her eyes. "Sung-Sun would not do anything to ruin your time with Ben so please be respectful and allow her to have some fun in peace."

Both girls looked at the ground guiltily. "Yes, Harribel-sama."

* * *

><p>Soon it was the time of the party. Ben was all set and waiting in the living room for the girls. Apacci and Mila Rose came down first. Ben's eyes widened at their clothes. Apacci was going for a more "bad girl" look, wearing a tank top with a vest and blue jeans. Mila Rose was wearing a white skin-tight, belly-baring shirt with blue denim shorts and a red jacket.<p>

"Wow," Ben said as he looked at them. "You both look great."

Both girls blushed happily at this.

"Here I come, Ben!" Sung-Sun called.

"Sure thing Su..." But what he saw made his jaw drop. Sung-Sun started approaching him, wearing the Chinese mini-dress and a pair of black stockings. Combined with her Ox Horn hairstyle...she was absolutely breathtaking. Both Mila Rose and Apacci scowled as Sung-Sun made her way over to Ben.

"How do I look, Ben?" She asked.

Ben gulped, though he found himself unable to take his eyes off this dazzling sight before him. "You look...amazing, Sung-Sun."

Sung-Sun smiled back him and her face seemed all the more radiant. "Shall we go?"

"Ye-yeah, we should," Ben said, snapping out of his starstruck stupor. "I'll go start up the car." He quickly went to the door and outside. The other two girls glared angrily but

Sung-Sun just looked off to the side innocently.

* * *

><p>Soon the four were heading out to the mall. And when they got there it was packed! Honestly, how in the world was anyone able to schedule a party at the mall of all places? It was insane! As they scrolled down the lot, trying to find a parking space, they heard a horn blare. They looked to see Kevin and Gwen standing outside his car next to an actual empty parking space. Grinning, Ben quickly parked in it.<p>

"You sure took your sweet time," Kevin smirked as Ben got out. His eyes widened when Sung-Sun got out of the car and walked over to Ben. He whistled. Gwen elbowed him before smiling.

Gwen complimented, "You look beautiful, Sung-Sun."

Sung-Sun smiled. "Thank you, Gwen. You look good yourself." She grabbed Ben's arm. "Shall we?"

Ben smiled back. "Let's." With that, the couple headed towards the mall.

Gwen and Kevin looked over at Apacci and Mila Rose, who were glaring daggers at Sung-Sun's retreating back. Gwen sighed. "You two will get your chance," she reassured them. "Just be patient."

Kevin smirked. "Still saying; Ben's a pretty lucky guy."

"Uh-hem!" Gwen frowned.

"Uh...but I'm way luckier than he is to have a girl like you," Kevin said quickly.

"Good answer," Gwen chirped as she grabbed Kevin by his arm and the two went towards the mall with Apacci and Mila Rose close behind.

The small group went inside and the place was amazing. Lights of different colors everywhere, food and drinks, there was even a DJ!

Everyone had turned to see who had come in and they all had various reactions at seeing Ben Tennyson with the gorgeous girl on his arm. The Snake of the Tres Bestias was aware of the looks she got and calmly enjoyed it. Oh, she may not have Mila Rose's curves or Apacci's fiery personality, but she was a serene beauty. As she walked side-by-side with Ben, she noted how many looked at Ben. Some looked at him with envy, admiration, or a bit of both.

Everyone was so focused on Ben that Kevin, Gwen, Apacci, and Mila Rose's entrance was genuinely unnoticed. Which was fine by the latter two as they weren't in the mood for some guy to come up and start asking them for dances.

"Alright, y'all!" The DJ called. "Let's get this party started!"

The teens all cheered as the DJ started playing music. Judging from the pace and rhythm, it was a fast dance. And the teens were already on the "dance floor" and moving. Some were quite good, some were flat-out embarrassing themselves, and some were dancing awkwardly trying to make sure they didn't mess up.

Ben suddenly felt very small. He wasn't counting on any fast dancing! Slow dances he could handle, but this?

Sung-Sun noticed the panic in Ben's face. "Something wrong, Ben?"

"I uh, er...that is...I, uh..."

"You don't do this kind of dancing?" Sung-Sun figured. Ben's only response was an embarrassed chuckle. Sung-Sun smiled. "Don't worry. Just let the rhythm take you over and it comes naturally to you."

"You sure?" Ben asked, really not wanting to make a fool out of himself in front of her and all these other people.

Sung-Sun nodded. "Watch me." She removed herself from Ben's arm and went over to the dance floor. She stood there for a moment with her eyes closed. Ben was afraid that some other dancer was gonna bump into her when Sung-Sun began to dance.

Hypnotized. That was the only word to describe how Ben felt when he looked at Sung-Sun dancing: hypnotized. The way she moved her body to the music. Such grace, such flexibility, such skill. Her moves were so amazing that several other dancers stopped what they were doing to get a better look at Sung-Sun. Several guys were openly staring, causing them to get chewed out by their dates. But Sung-Sun had her eyes on only one. With a playful smile she pointed at Ben before crooking her finger back in a "Come Here" gesture.

Somehow managing to snap out of his trance, Ben shyly made his way toward her. Sung-Sun smiled at how adorable he looked. She smiled at him.

"Like I said, Ben," she whispered into his ear, causing him to shiver. "Let the rhythm take you over."

Taking a big gulp (and kissing his reputation good-bye) Ben closed his eyes and tried to let the rhythm take over. Ben didn't know what was going on but soon it felt like his body was moving on its own. He didn't question it, he just went with it, hoping that he wasn't looking as stupid as he felt. But he must've been doing something right because Sung-Sun was smiling and dancing right with him. Ben was certain that Sung-Sun was doing a better job than he was but she didn't seem to mind.

"Don't worry about everyone else, Ben," Sung-Sun told him softly. "It's just us. Just you and me."

Ben took her words to heart as he focused all his attention on her. Not his dancing, not the mall, and not anyone that were probably watching. All that mattered to him was Sung-Sun. And soon, it really did feel like it was just the two of them, moving in a unique rhythm of their own. The rest of the world just seemed to vanish.

And soon the music stopped, allowing the dancers to catch their breath before the next song started up. Ben and Sung-Sun found themselves slightly out of breath, taking deep breaths of air while resting their legs.

"How...how was I?" Ben asked nervously.

Sung-Sun smiled. "You were amazing, Ben."

Ben flushed. "I doubt it was _that _good."

Sung-Sun smiled as she gently touched his cheek. "It was to me."

The music was soon starting up again and once they were certain they had gotten their breath, the two resumed dancing. Following Sung-Sun's advice, the two simply went with the flow of the music to dance. And they were actually quite good. Sure, Ben wasn't an instant dancing pro but he wasn't a total flop either. Much to his relief. Sung-Sun decided to take advantage of the dancing to step up her game. Through their dances, she would occasionally allow her body to come in contact with Ben's. Soft caresses, near-kisses, actually rubbing her body against his. Ben could feel his inhibitions slipping away at her actions.

And while everyone was enjoying the party, nobody could deny the sight of seeing their hero dancing with one of their lovely schoolmates. Some cheered Ben on for apparently hooking up with Sung-Sun while others cheered Sung-Sun for the same reasons. Some were envious of one or the other and plenty of people were sure to take pictures with their phones at the sight. But to said dancers, all that mattered was each other.

* * *

><p>Unfortunately Mila Rose and Apacci were not having a good time. They kept to themselves, watching from the sidelines. The food was pretty good and so was the punch which was not spiked but they were in no mood to dance. After all, the only guy they wanted to dance with was taken.<p>

"Hey, babe. Care for a drink?" one jock offered Mila Rose.

Mila Rose, remembering Sandra's words, gave the jock a look of suspicion. "Buzz off," she brushed him off.

"Ah come on. Don't be like that." The jock was about to reach out and grab her when a strong arm caught his. The jock turned to see Kevin sneering at him.

"The lady said no."

The jock immediately backed off. He knew what Kevin Levin was capable of. Besides, the guy was friends with Ben Tennyson. No way was he going to mess with that guy.

"I could've handled him, but thanks," Mila Rose said as the jock left.

"Anytime," Kevin said. "Look, I bet Ben's mom gave you some kind of lecture about not doing anything physical. But if these guys try to do anything bad...feel free to kick their ass."

Mila Rose blinked in surprise. Then she smirked. "You kiss Gwen with that mouth?"

Kevin just smirked back. "Whenever I get the chance."

Apacci snorted. Then her eyes widened when she spotted Vega and Findor in the crowd. Vega looked like he wanted to be anywhere else while several girls were giving Findor some attention. He had a small crowd around him. She rolled her eyes at the sight. Whose bright idea was it to get them enrolled as students anyway? They would've done better as bouncers or something. Or maybe wrestlers like Redder did. From what she heard, he was actually doing pretty good for himself. Pesche and Dondochakka were starting their own comedy routine and apparently were appearing at local clubs. Their material needed some work but they at least got audience laughing.

* * *

><p>"Alright now. We're gonna take it <em>slow~" <em>The DJ emphasized the word slow as he started playing slow, more romantic music. Sung-Sun smiled. She looked over at Ben who looked nervous again despite his decent dancing. She took one hand and placed it around her waist before placing her hand on his shoulder. She then then took Ben's free hand with her own. Knowing that Ben would probably be too nervous, she decided to lead. Ben, feeling exactly that, had no problem with letting her lead. He just hoped he wouldn't wind up stepping on her toes.

"Ben, just like before," Sung-Sun encouraged. "It's just you and me."

Since she helped him out earlier, Ben wasn't one to argue. So he focused on Sung-Sun. And he found himself gazing into those...those...those beautiful lavender eyes of her. Had they always been that particular color? To Ben they seemed to shine like gems.

As for Sung-Sun, well she was certain that she was getting lost in those green eyes of his. Those precious emerald eyes of his. Eyes that showed hardship, determination, loss, happiness, and so many other emotions that it was a small wonder how Sung-Sun _couldn't _have gotten lost in them.

While Ben was focused solely on her, there was something that she caught out of the corner of her eye. She saw her comrades...and how miserable they both looked. Normally she wouldn't mind and yes, she would love to rub something like this in their faces. But...well they had agreed to share. Besides, she could always make sure they would pay her back. Slowly, she separated from Ben.

"Ben?" she began.

"Yeah, Sung-Sun?" he asked softly.

"I think I'll sit down for a bit."

"Oh, you're tired?" he asked.

"A little, but I think Mila Rose and Apacci would like to have a chance to dance with you too."

Ben blinked in surprise. He wasn't counting on Sung-Sun doing something like that.  
>"Uh...sure."<p>

Smiling, Sung-Sun gave Ben a quick hug and went to go sit down. "I think they'd appreciate it if you asked them to dance."

Nodding, Ben walked over to where Mila Rose and Apacci were standing. Both had their immediate attention on Ben the moment he went over to them.

"Would either of you ladies want to dance with me?" Ben asked them.

Mila Rose smiled and Apacci grinned. The lion and deer glared at each other and stuck out their fists.

"Rock, Paper, Scissors, hah!" the two went. Mila Rose picked paper while Apacci picked rock.

"Yes!" Mila Rose cheered.

"Damn it!" Apacci cursed. "My turn's next, Mila Rose, remember!"

"Right, right," Mila Rose waved her off. "Come on, Ben. Let's dance."

Sung-Sun went over with a cup of punch, offering it to Apacci. Apacci grabbed it and gulped it down.

"I'm surprised you'd let either of us steal him for a dance," Apacci remarked.

"I'm just being generous, Apacci," said Sung-Sun. "We are family, after all."

"Family?" Apacci cocked an eyebrow.

"After all we've been through, after all this time, how could I think of you as anything else?" she asked.

Apacci blinked in surprise as she pondered Sung-Sun words. Family? Apacci had never thought of it that way but now that she actually was...Sung-Sun made sense.

Mila Rose was dancing with Ben and holding him close to her.

"Thank you for wanting to dance with us," Mila Rose said, tempted to nuzzle into Ben's shoulder.

Ben smiled at the Amazonian beauty before him. Gazing into her own green eyes, he said,

"Yeah. I'm surprised that Sung-Sun was willing to do this."

Mila Rose huffed. "Something tells me she's got something up her sleeve about this."

Ben chuckled. "Probably, or she just wants to do something nice for you guys, but don't worry about that. Right now, it's just you and me." He figured using what Sung-Sun taught him would help out.

Mila Rose looked at Ben and smiled. "I'd like that." And so the two danced.

Of course, things didn't go unnoticed by others. Gwen and Kevin the two dancing and, judging from seeing Sung-Sun smiling and waving back at them, it was alright. Others were noticing Ben dancing with Mila Rose and couldn't believe it. She had shot so many of them down but was willing to dance with _him_? Those guys were off grumbling by themselves at how they had been blown off.

Mila Rose decided to up her own game and removed her arms before pressing herself up against Ben's chest, resting her head on his shoulder. Taken aback by this move, Ben gently wrapped his arms around her as they resumed dancing. Mila Rose smiled to herself at feeling Ben hold her. She was tempted to run her hands down his chest. She had seen him shirtless plenty of times and knew the boy had a nice set of abs. But she didn't want to freak out Ben out or something. When they went on their date on the other hand...

After dancing a little while longer, it was finally Apacci's turn. She was pretty sore about having to go last but as Ben made his way over to her, Apacci started acting surprisingly shy.

"Would you like to dance?" Ben asked her. The fact that he said it so gentlemanly was almost enough to make Apacci lose it.

"S-sure," she replied as she went over to him. Ben noticed her nervousness and gave her a smile to ease her worries. Mila Rose stood next to Sung-Sun as they watched the two.

By now, Ben was really getting everyone's attention. While Apacci was another hottie like the other two, she was also known as one that people should best avoid. Her rude, brash nature as a bad girl was hot, but she also showed that you did not want to mess with her unless you had a death wish. And Apacci made good on her threats. To see her wanting to dance was a shocker to them all. And the fact that Ben had danced with not one, not two, but three well-known hotties really made him the center of attention. But Ben wasn't paying them any mind.

"You okay, Apacci?" he asked her.

Apacci looked at the ground, hating herself for feeling so ridiculous. "I'm...I'm not really good at this kinda thing."

Ben smiled as he helped her assume the dancing positions. "It's alright. I'm not very good either but I've done okay."

Unfortunately, his words didn't give Apacci any confidence. Ben looked at her in understanding. "Just pretend there's no one else here, Apacci. Just the two of us. Only us. You'll do fine."

Ben felt weird encouraging Apacci like this when he had been no better earlier. But it seemed to help. Apacci would still look at her feet now and then to make sure that _she _wasn't stepping his toes. Boy, what a switch. But he danced slowly so as to make her feel more comfortable.

"If it makes you feel better, just focus on my eyes," Ben suggested. "It worked for me."

Confused, Apacci nonetheless gave the idea a try and focused on Ben's eyes. As she gazed into green eyes, Ben found himself gazing into blue and amber eyes respectively. Ben always thoughts having two different colored eyes was pretty cool.

Apacci felt ridiculous. She wasn't used to during these "girly" type things. Sure she'd be willing to tolerate them for Ben but that didn't make doing them any better. She could tell that Ben was taking things slowly with her and she was grateful for that. As she looked into his green eyes, he gave her a comforting smile in return. Slowly, ever so slowly, Apacci started lowering her reserves and simply allowed the music, and Ben, to guide her. Once they were done, Apacci returned to the others, feeling warm and happy from the experience. She really looked forward to when her time with Ben would come.

Soon, Sung-Sun and Ben were dancing again. Having danced with all three girls, Ben was feeling more confident about his dancing abilities.

"Well those two certainly had a good time," Sung-Sun smiled as she and Ben danced together.

Ben smiled. "I'm glad. That was really sweet of you to let them dance with me."

Sung-Sun giggled. "We may fight and argue a whole lot, but we do care about each other. We're a family."

Ben laughed. "I gotta admit, you three fight like sisters."

"That we do," Sung-Sun admitted. "Thank you for coming to the dance."

Ben's smile grew. "I wouldn't miss it for the world."

As Ben and Sung-Sun danced together, arms wrapped around one another, the two once again gazed into each others' eyes. In a moment their memories went back to their first meeting and everything that happened up to this point. Their feelings began to swell.

And it wasn't Sung-Sun who took the initiative but Ben as he leaned in and captured her lips with his. The snake Arrancar gasped but slowly she closed her eyes and reciprocated. She didn't care if her fellow Fraccion were glaring at her. She didn't care if Nelliel and Haribel had claimed this young man as their own. What mattered right now was this very moment.

* * *

><p>Over to the side, Kevin and Gwen were taking a breather and helping themselves to some punch. Gwen was looking at Ben and Sung-Sun dancing with a big smile.<p>

"I think Ben's really starting to grow up," she said, having seen him dance with all three.

"Yeah," Kevin said as he checked to make sure the punch wasn't spiked. "Here's hoping there won't be any little Arrancar babies running around any time soon."

Gwen deadpanned at her boyfriend. "You really know how to kill the mood don't you?"

* * *

><p>Slowly, the two parted, ignoring the wolf-whistles, calls, and cheers their fellow dancers gave them after seeing the kiss between them. Ben's attention was all on Sung-Sun, who felt happiness swell within her. Ben had kissed her. <em>He <em>had kissed _her! _Her lips still tingled with the feeling of his own. Urges and desires started rising to the surface but she quickly fought them down. She had something else to do first.

"Come with me," she whispered. With that, she led Ben toward the mall's exit. Several of the other patrons called after them but the two weren't paying attention to them.

Once outside, the cold air made Sung-Sun feel chilly and she shivered a bit. Ben saw her shiver and he immediately knew what to do. He took off his hoodie and draped it over her shoulders. It wasn't quite like a jacket, but it would do.

"Better?" he asked and she smiled back at him with a blush.

"Yes, thank you," she answered. "Still getting used to being human."

"Hey, I've been one my whole life and I'm still getting the hang of it," he joked, causing her to laugh. Finding a bench, they sat down. "So, you said you wanted to talk to me about something?"

Sung-Sun looked up at the moon, which shined brightly above them. "I told the others about what you told me yesterday."

Ben was surprised by this news but simply looked at his feet. "Ah. I see."

Sung-Sun looked at him now. "Ben, we don't want this to be a burden to you."

"I know," Ben replied. "It's just...I want to make you all happy."

"We know that, Ben. It's not like we're asking you to part the waters or move the planet. Just being with you, spending time with you, that's good enough for us."

"But I don't want it to just be _good enough_," Ben explained. "You all deserve more than that! You're all smart, brave, awesome, funny, caring, strong, beautiful, and I...I..."

Sung-Sun stopped him. "You too are brave, strong, caring, determined, funny, and in my opinion, awesome and quite handsome." Ben blushed. Sung-Sun took a step closer to him. "All I'm saying is, we want you to be happy too. Just let us, Ben, and we'll make the happiest boy in the world."

Ben stared at Sung-Sun, amazed by her declaration. He knew that the other girls must feel this way too. They wanted him to be happy with them and...Ben smiled and surprised Sung-Sun by putting his arms around her and holding her close.

"If you five are going to make me the happiest boy in the world," he whispered to her, causing her to tremble in delight, "Then I'll make sure you five are the happiest girls in the world."

Certain that her eyes were actually watering at his words, Sung-Sun couldn't take it anymore as she put her arms around him and pulled him into another loving kiss. Ben didn't try to fight as he moved his mouth against hers. Taking the initiative once again, Ben gently prodded Sung-Sun mouth with his tongue. Almost like she had been waiting for it, Sung-Sun allowed Ben an opening and his tasting organ roamed her mouth. But then Sung-Sun showed how snake-like she truly was. Her tongue and Ben's clashed for dominance but the techniques she did were mind-blowing. The way her tongue swirled, swished, and stroked, Ben thought he was going pleasantly numb at her actions. But Sung-Sun didn't let up and as Ben's tongue retreated, Sung-Sun's follow into his mouth, roaming, licking, and stroking every area within. Ben moaned and Sung-Sun smirked at his reaction while their lips remained connected. Soon the need for air parted them and Ben took a moment to collect himself.

_What is it with these girls and their kisses? _He thought in a daze. Sung-Sun giggled and playfully hid her mouth behind the sleeve of Ben's hoodie.

"Oh, my. Was that a bit much, sweet Ben?" Sung-Sun asked coyly. "You'd better toughen up because there's gonna be plenty of those kisses and more in the days to come."

"Oh boy," Ben said, half in fear and but the other half was actually excited. His excitement must've shown because Sung-Sun started walking over to him again, a slight sway in her hips to draw his attention.

"Would you like to do it again?"

Ben looked up at her and found himself smiling. He was going to try something. He went over and put his arms around her.

"Sung-Sun," he said. "If I do anything to make you feel uncomfortable, please let me know."

Sung-Sun was confused and was about to ask Ben what he meant when Ben started kissing along her jawline. She gasped in surprise at Ben's actions. Remembering what Nelliel did to him back at Bachanal, Ben started planting kisses down to her neck. Sung-Sun's eyes rolled back in pleasure.

"Ben," she moaned out. Ben's hand found their way to the small of her back and the back of her head respectively. The girls already showed him so much affection. It was time for him to show some back. Sung-Sun felt herself grabbing fistfuls of Ben's own hair, becoming lost in his ministrations.

But unfortunately their sweet moment was abruptly stopped when they heard a familiar sound. The two separated and looked when something all too familiar was starting to form: a Garganta.

"Grimmjow," Ben actually snarled in frustration. "I guess it was too good to be true."

Aside from narrowing her eyes angrily, Sung-Sun showed no other outward sign of emotion. But insides she was raging. _Grimmjow Jaegerjaquez! I am going to send you back to Hueco Mundo in a body bag!_

But when the Garganta fully opened, it wasn't Grimmjow who stood there waiting for them. Instead it was...

"LOLY!?" Ben and Sung-Sun identified. It was her all right.

"I finally found you, Ben Tennyson," Loly sneered before her face became one of pure, unadulterated rage. "PREPARE TO DIE!"

The enraged Arrancar charged up a Bala and fired. Ben and Sung-Sun managed to move out of the way but the shock from the blast knocked them off the feet and sprawling to the ground. But they both quickly recovered. Loly took the opportunity to fire a stream of Bala at her enemies but both moved to dodge. Ben was lucky for his new-found speed, allowing him to dodge the Bala a lot faster than he could have normally. Loly was shocked by Ben's speed.

"How are you doing that without turning into one of your aliens?!" She demanded, her voice cracked somewhat.

"I learned some new tricks," Ben answered. He activated the Ultimatrix when a crimson Cero fired from the Garganta. Ben quickly dodged, but several cars were completely destroyed. He faced the Garganta and saw Loly's companion Menoly standing next to the former.

"Why are you here, Loly?" Sung-Sun asked. "The war is over."

"Quiet, you bitch!" Loly snapped at Sung-Sun, who narrowed her eyes at the insult. Loly then focused her attention back on Ben. "I'll make you pay for killing Aizen-sama!"

Ben was thrown off by this declaration. "Killing Aizen? Loly, I didn't..."

But Loly ignored Ben and started charging up her own Cero.

"Sung-Sun, move it!" Ben yelled.

Sung-Sun nodded and quickly used her own speed. She had learned that she could still move pretty fast in her gigai, but it lacked the full power of her usual Sonido. Fortunately, her speed was fast enough as she and Ben dodged Loly's Cero. While it severely lacked in terms of power compared to the Espada, tt was pretty powerful, enough to destroy several more cars in the lot. Ben really hoped they were insured.

"Loly, listen to me!" Ben shouted. "I didn't kill Aizen! I wanted to spare him."

"Liar!" Loly roared dementedly. Menoly looked at her friend in worry. She thought they were going to build up their forces, not take Ben head-on. Had Loly's eagerness for revenge clouded her mind?

"You again?!"

Both girls, along with Ben and Sung-Sun, turned to see Kevin, Gwen, Apacci, and Mila Rose outside.

"We were going to see what you two were up to and instead we find this," Kevin said as he glared up at the two. "Who're the brats?"

Loly sneered. "So, it's the other two sluts and some of Ben's friends."

Apacci and Mila Rose growled angrily. "Watch it, bitch!" Apacci yelled. "You in the mood for me to kick your ass?"

"You think you stupid whores and your precious boyfriend can beat me? I'm gonna kill every last one of you!" Loly threatened.

Everyone was about to assume fighting stances when...

"No!" They all turned to look at Ben, who seemed really determined.

"Go back inside," Ben told them. "Make sure that everyone inside that mall is safe."

"What?!" Apacci and Mila Rose exclaimed.

"Ben, are you sure?" Sung-Sun asked.

Ben nodded. "This is between me and Loly. Go."

Sung-Sun nodded. She went and gave Ben a quick kiss. "For luck," she explained before she and the others started heading back inside.

"Where do you think you're going?!" Loly shrieked as she prepared to attack them. But Ben quickly picked up a piece of rubble and chucked it right at Loly. The girl was too distracted by trying to attack Ben's friends that the rock smacked her right in the face. It didn't do much but thanks to Ben's new strength, it did knock her back and already a nice black bruise was starting to form. She turned her head towards Ben and she was livid.

Ben challenged, "It's me you want, Loly, come and get me."

Loly laughed hysterically. "Oh, you think it's gonna be that easy? I'm gonna make you suffer before I kill you! You took Aizen-sama away from me. So I'm gonna take away everything you hold dear! Your friends! Your family! I'm gonna kill them all one by one! And then I'll kill _you!"_

Ben's face darkened. "Not gonna happen."

"Oh?" Loly asked mockingly. "Now, Menoly!"

Menoly nodded and began charging up a Cero, pointing it at the mall!

"No!" Ben cried.

But Menoly fired the Cero. The blast destroyed a humongous chunk of the wall. Fear clutching his heart, Ben kicked his speed into high gear as he ran toward the wreckage. Inside, people were scattering, screaming; it was sheer chaos. Ben looked worriedly to see if anyone was buried under the rubble.

"Ben!"

Ben looked to see Gwen running towards him. He let out a sigh of relief to see that Gwen, Kevin, and the girls were okay.

"Did anyone get hurt?" He asked.

Gwen shook her head. "No, thanks goodness."

"Poison, Escolopendra!"

Ben turned grimly as Loly transformed into her released state. Her centipede-like appendages thrashed wildly while Loly laughed with wicked glee.

"Eeew," Kevin cringed. He looked at the girls. "I think I like your Resurreccion better."

"Time to die!" Loly yelled as she started unleashing her poison.

"Look out!" Ben cried. "It's acidic!"

Ben and his friends scrambled to get away. Normal people could not see Loly but her presence and its effects could be seen as she indiscriminately began destroying mall property with her centipede arms, screaming and screeching like an insane person.

Then again, the look she had in her eyes was not what someone who was of sound mind would have. Gwen and Kevin evacuated all of the teens and mall staff, leaving Ben and the Tres Bestias to take care of the rogue.

"I know you said this is between the two of you," Sung-Sun said. "But some back-up wouldn't hurt."

Ben nodded, accepting that. The four of them glared at their two enemies.

"How precious," Loly mocked. "I'll get to kill you sluts first right in front of your precious Ben."

"Sluts?!" Apacci thundered. "You're one to talk! That uniform of yours is slutty enough!"

"Shut up!" Loly fired her acidic poison at the four, who quickly scattered. Menoly appeared in front of Sung-Sun.

"You're going down!" The blonde declared. But Mila Rose had grabbed the punch bowl and splashed the beverage in Menoly's face. Menoly shook her head as she coughed and sputtered. But before she could get her bearings, Apacci had picked up the DJ's turntable and smashed it against the girl.

"We could easily take on either of them if we were outside our gigai," Mila Rose said. "But since we only have access to some of our abilities right now, we'll need to work together to take on just Menoly."

Apacci scoffed. "No problem. Gigai or not, we'll kick her sorry ass!"

Ben on the other hand was having a bit of difficulty. He kept trying to use his Ultimatrix but Loly was persistent. She was determined to keep Ben from using it and turning into any of his aliens. The fact that she could use Bala, Cero, and her poison really put Ben between a rock and a hard place. But all the while, Ben was still trying to get Loly to listen to him.

Ben tried to reason with her, "Loly, please! I didn't kill Aizen."

Unfortunately, she wasn't listening, "You expect me to believe that crap! After all Aizen-sama did for you, you went and took him from me!"

"Even if I didn't, Aizen was not who you think he was, Loly! He was a monster! You meant nothing to him, Loly. Nothing!"

Unfortunately that even served to further enrage her. "Shut up!" She began firing continuous Bala. "How dare you say that Aizen-sama didn't care about me!"

Ben zoomed out of the way as her Balas began destroying everything. "Oh, man. I really hope I don't get blamed for this."

Menoly was still locked in combat with the Tres Bestias. She overheard that the girls didn't have access to all their abilities, yet they still believed they could take her on. How arrogant! But Menoly could not deny that the girls still had strength in numbers. Whenever Menoly tried to attack one, the other two would gang up on her. And since they didn't have their Zanpakutou, they had to rely more on fighting dirty. Jabs in the eyes, hair-pulling, face-scratching. They did anything and everything they could to hurt her.

Menoly was about to charge up a Cero to attack them but Mila Rose had gotten behind her slammed one of the stereos upon her. Still, Menoly's hierro did offer her some resistance and the girls were afraid the gigai would wear them out.

"We gotta get us some weapons to use when we're in our gigai," Apacci said. "That would be really helpful right about now."

Ben, on the other hand, struggled to find a good alien to use and Loly's onslaught was not helping much. He needed a form that could end this fight as soon as possible. Four Arms seemed as good an alien as any. But just as he was reaching Four Arms, Loly fired a Bala. Ben managed to move out of the way but the force of the blast once again knocked him off his feet. He winced as his body collided with the ground but thanks to his endurance and regeneration, he was able to quickly get back on his feet.

"Okay, I've had enough," Ben said without paying attention to the alien on his Ultimatrix. "It's Hero Time!" He slammed his palm down on it. The familiar green flash enveloped him as his DNA was being rewritten. His body also changed according to the alien DNA and once the flash subsided, Ben stood in his new form.

Unfortunately, the alien's appearance was not very impressive. It was a green-skinned and ogre-like alien with a dark green metal cage helmet over its head. The helmet had two horns protruding from the sides and the cage's door had five bars, three of which were in the center. Connected to the cage was his armor which wrapped around his shoulders as it went halfway down his chest. The armor was connected to a simple pair of black briefs by chains. The briefs had a metal waistline matching the color of his armor. His arms appeared long and misshapen, with bulb-shaped spikes coming out of them and pointy fingertips. Through the helmet's cage bars, the glow of its green eyes could be seen. In the centre of the chest was the Ultimatrix emblem.

"Toepick!"

Loly, taking a look at the ugly fat alien, let out a laugh, "Hahahahaha! Is that it!? That's the form you chose to fight me!?"

"Actually, I was looking for Four Arms," said Toepick. his voice sounding like he was growling at the same time.

"It doesn't matter! You don't stand a chance!" She reared back her arms to finish him off when the cage of Toepick's helmet began to open. The opening of the cage was accompanied by horrific sounds of terrified screams, agonized wailing, roaring, unholy groans and wails, hissing and deep demonic laughter that came out all at once. At the sight of the horror before her, Loly froze as her eyes widened in terror.

"AAAAHHHHHHHH! No...No...NO!" she screamed. Toepick then advanced on her, prompting her to stumble backwards in fear. She slipped on a piece of rubble and fell on her rear. She tried to crawl back but all she could do was shiver in terror as she was frozen on the spot. She couldn't even move her arms to defend herself nor was she able to look away from the horror standing before her. "STAY BACK! STAY BACK! AAAAHHHHHHHH! GO AWAY! LEAVE ME ALONE!" she screamed. Her hair had turned a shocking white as she continued to scream hysterically, "STAY AWAY FROM ME AAAAHHHHHHHH!"

Menoly, alerted to Loly's screaming, realized something was wrong. She dashed towards her partner using Sonido and scooped her up. After that, they were gone. Once they were gone, Toepick's cage closed up and in a flash of green he was back to Ben.

"Whoa..." he uttered, blinking. "That...was freaky." The last time he'd felt like that was when he used Ghostfreak to scare off Zombozo back when he was a kid.

"Ben, what did you do?" Apacci asked, looking at Ben in shock.

"A new guy called Toepick," Ben said, shivering at the experience. "Looks like he's got the power to terrify anyone who looks at his face."

"We saw what you did to Loly," Sung-Sun said. She shivered a little now. "Reducing her to _that. _I think Toepick could've terrified Aizen."

Mila Rose laughed. "To see Aizen on his knees like a sniveling coward would've been something to see."

"This guy seems pretty powerful," Ben said. "Better save him for emergencies."

Sung-Sun was worried. "While you scared Loly off, we don't know if she'll be back or not."

"Aw, she's probably too scared to ever show her face again," Apacci declared arrogantly

"A nice thought but that's usually asking for a bit much in my line of work," Ben admitted. "She might come back. And I'll need to be ready."

"I wonder how she even knew where you lived," Mila Rose said. "Dumb luck? One of those worshippers of yours telling her?"

"It was me."

Ben froze as he heard that all too familiar voice. Groaning, he turned to see a sneering Grimmjow standing amongst the remains of the devastated mall. "Hey, Grimmjow."

"Grimmjow!" Apacci yelled. "You seriously told Loly where Ben lives?!"

Grimmjow shrugged. "Saw her and the other one lurking around Hueco Mundo trying to find information on Ben's whereabouts. Loly actually _threatened _to kill me." Grimmjow laughed at that. "Aizen's little errand girl thought she could kill _me._ I'll admit I was tempted to kill those two right then and there, but hey, I already knew Ben could kick their asses anyway so I let them go."

"Gee, how generous," Ben said dryly.

Grimmjow looked around with a smirk. "Looks like they did a number on this place." He grinned wickedly at Ben. "You know what I'm here for, Ben. You've blown me off enough already. Time to get down to business."

Ben groaned. "Seriously? Now?"

Grimmjow's smirk never left his face. "Yeah. _Now_."

Ben covered his face with his hand. He knew that Grimmjow wasn't going to leave without a fight and even though he could easily call on Nelliel, Tia, Ulquiorra, or Starrk to lend a hand, he figured he might as well get this over with.

"Alright," he conceded. "But we're taking this out of Bellwood. There's already been enough damage here."

Grimmjow's smirk got even wider. "Let's do it!"

The girls all glared angrily at Grimmjow. But they knew Ben had his reasons for accepting this. Grimmjow Sonidoed away. Ben activated the Ultimatrix, switched the dial to XLR8, and slammed it down. In a green flash, XLR8 appeared. "I'll be right back," he told the girls.

The three nodded in understanding. Sung-Sun gave him a kiss on the cheek for good luck. Blushing under his visor/helmet, XLR8 zoomed out the mall to pursue Grimmjow.

* * *

><p>Needless to say, the whole teen community was buzzing on the internet. Teens were chatting and gossiping with what had taken place. Cars destroyed, the mall ruined. And of course, Ben Tennyson. While many were interested as to what Ben was fighting that could've caused such destruction, most of them had something else on their mind. During the dance, many of them had taken pictures with their cellphones. And the ones that got the most views and commentary, were the ones of Ben dancing with Apacci, Mila Rose, and Sung-Sun. Plenty had managed to capture a picture of Ben and Sung-Sun kissing. Some cheered for Ben apparently scoring with three of the hottest girls in school. Others were envious, either of Ben or the girls. But one thing was for certain, Ben was gonna be the talk of the town and school for a whole new reason.<p>

* * *

><p>When Ben and the girls finally got home, he was swamped. The fight with Loly and then Grimmjow had really taken a lot out of him. He was just grateful that Grimmjow seemed to be fine with their stalemates instead of a definite winner. But the former Espada swore that next time they fought, there would be a winner decided. Ben had asked why Grimmjow didn't try to kill him and the answer surprised him.<p>

_"What can I say? You're too much fun to kill!"_

Ben didn't know if he should flattered or creeped out.

"Welcome home," Tia and Nelliel greeted when the four walked through the door.

"Hey," Ben waved. He looked around. "Mom and Dad home?"

"Nah," Nelliel shook her head. "They went out to dinner. But we heard there was some commotion. What happened?"

"Loly's back," Apacci told them.

Both women narrowed their eyes.

"She thinks Ben killed Aizen and wants to make him suffer," Mila Rose added. "Ben drove her away but we don't know if she'll be back."

"We can't leave anything to chance," Tia said. "Loly's infatuation to Aizen seems to have affected her terribly. But why does she think you killed him?"

Ben said, "She probably heard something."

"Might've been from Grimmjow," Sung-Sun suggested. "He is the one who told Loly where you live."

"WHAT!?" Tia and Nelliel were furious.

"Wait, wait!" Ben cried. "He only did that because he knew I could beat her."

"Regardless, he had no right to tell someone who despises you where you live." Tia shook her head. "If I ever see Grimmjow again, I'm going to..."

"Easy there, Tia," Ben told her. "It's alright. We can handle Loly. Together."

The girls all smiled at Ben's declaration. The teen hero made his way over to the couch and slumped. "I'm bushed."

Sung-Sun smiled as she made her way over to him. Before Ben could ask what she was doing, she sat on the couch and snuggled next to him. Ben felt that familiar blush on his cheeks but otherwise didn't mind how close she was to him. Scowling deeply, Apacci and Mila Rose left the room. Tia smiled at seeing her companion and her beloved sitting next to each other and left as well. Nelliel was slightly urked but she did think it was rather cute. She decided to give them their privacy and left the room.

"I'm sorry the date had to get ruined."

"What do you mean ruined?" Sung-Sun asked. "Aside from Loly showing up, I had a wonderful time."

Ben smiled. "I'm glad."

"And thank you, for what you said earlier."

"Hmm?"

"About making us the happiest girls in the world."

Ben's smile actually widened. "Of course. You're _my _girls after all."

Sung-Sun gasped as she looked at him. _His girls. HIS GIRLS!_

"Oh, Ben!" Sung-Sun threw her arms around him and pulled him in to another loving kiss. Ben smiled through the kiss as he put his own arms around her. He wasn't sure what the future held...okay he knew parts of it. But he wasn't going to back down. Not from this. These girls loved him and he was gonna do everything he could to love them back!

* * *

><p>Meanwhile, Menoly was helping her friend recover. She wasn't sure what that creature could do, but Loly's hair was now chalk white and she was as pale as a ghost. She was taking deep breaths and her forehead was covered in sweat.<p>

"Loly?" Menoly asked. "Are you okay?"

"That...that horrible, hideous thing," Loly gasped, "I can't...I can't..."

"Loly, just calm down," Menoly urged, amazed that one of Ben's aliens was capable of doing something like this. "It's gonna be alright. It's gonna be alright."

"Ben Tennyson...I can't...I can't beat him on my own," Loly realized, hating herself for admitting something like that.

"Remember before we came here, Loly?" Menoly reminded her. "Ben must have enemies here too. We can get them to join us. And together, we'll take Ben down."

Loly's eye widened as she remembered that. She had been planning on recruiting any enemies Ben had in the world of the living but she had forgotten that in her eagerness to finally make Ben pay.

"You're right," she said as her breathing started slowing to a calmer pace. "Ben's other enemies. I'll get them to join me. And then, I will destroy Ben Tennyson's whole world before I kill him personally."

**End of Chapter**

* * *

><p><strong>Well, guys, if February had been longer, I could've gotten this out before the month was over. I bet you all are surprised that I updated so fast and so much. What can I say, thanks to Pyromania101 and Kamen Rider Chrome, who were really a bit help in this chapter, I really got into the swing of things. Also, I noticed that some of you wanted to see more action and the plot advance. So I figured I might as well do it now. You guys got to see some more action and I managed to forward the plot.<strong>

**No doubt by now you guys are probably wondering where this story stands in the Ben 10: Ultimate Alien timeline. We all know it takes place after the Absolutel Power arc but I think it's time to start placing elements from the actual show into the story. And I'm thinking about starting with Revenge of the Swarm or so. It would be interesting for Elena to see that she has some really unwanted competition. Thanks to Kamen Rider, I have a plot in mind regarding that.**


	12. The Lion Sleeps Tonight part 1

**Disclaimer: Ben 10 And Bleach Do Not Belong To Me**

**Well, everyone. Here's the next chapter. I want to make a few things known first. As you can see, the rating has now gone up to M. I'll admit that it was never my intention to go up to M rating but the ideas from my friends have led it to be. There isn't any actual lemons but there are going to be some near ones like what you are about to read in the story. Sorry for the slight spoilers.**

**The Lion Sleeps Tonight...On Top of Me! Part 1**

"What?! An Arrancar attacked Bellwood!?"

That was the news buzzing around Soul Society when Yoruichi had made her report. And now the captains were discussing what it would imply. Despite no longer being a captain, Yoruichi was the one with the report so she was allowed to attend the captains' meeting.

"It's true," Yoruichi said. "All I know so far is that their names are Loly and Menoly. They appeared in Bellwood and attacked Ben. Apparently Loly had a strong infatuation with Aizen."

Hitsugaya's eyes narrowed. It reminded him all too much of Hinamori and how she had been so devoted to Aizen. He was grateful that she was able to come to her sense following the bastard's death. It would take time for her to heal mentally and emotionally but he would be there for his childhood friend.

"They destroyed a decent amount of property and caused a panic," Yoruichi continued. "But Ben was able to drive them away. I don't know if they returned to Hueco Mundo or not but I'll go back and investigate."

"Don't see what the problem is," Shinji, having been reinstated as captain of the Fifth Division, said. Everyone looked at him in surprise.

Sui-Feng frowned. "This is a serious matter, Captain Hiroko."

"What I meant is...Ben's got this under control," Shinji said. "He's got plenty Arrancar on his own side, let's not forget that includes the most powerful Espada. Whoever these Arrancar are, they won't stand a chance."

"While I don't doubt Ben's capabilities in this manner," said Komamura, who was quite fond of Ben thanks to his involvement with redeeming Tosen, "We cannot just simply do nothing."

"Perhaps we should wait and see what happens," Ukitake suggested. "We certainly wouldn't want to get in Ben's way over any minor troubles he could easily handle."

"I suggest we keep this Bellwood under surveillance," Kurotsuchi suggested. "After all, suppose something like this were to occur again?"

Yoruichi frowned. She knew that Kurotsuchi simply saw Ben and his aliens as brand new guinea pigs to experiment on. After watching him these past few weeks, she had seen that he was a good kid and had to admit she was a little fond of him. Not in a romantic way like his other girls, but she sure as Hell wanted to help him out in any way she could.

Everyone else looked over at Yamamoto, who had remained silent throughout the meeting.

"We shall see how things develop first. If the situation escalates, we shall prepare accordingly."

The captains and Yoruichi nodded in respect. Soon the meeting was adjourned and everyone was heading out.

"So, Yoruichi," Shinji called to the Goddess of Flash. "How's Ben been doing these days?"

Yoruichi smiled. "Saving the day, fighting aliens, drinking smoothies, going on dates with those girls of his."

Shinji grinned. "Oh? Finally started to man up, is he? Good for him."

"Quite a lucky boy, getting all those lovely ladies to himself," Kyoraku sighed. "Wonder how he does it?"

Sui-Feng clenched her fists in irritation. As per usual, she took Yoruichi's flirting with Ben far too seriously and assumed that the woman she idolized had too fallen to the wicked boy's evil charm. She would not allow this Ben Tennyson to seduce and take _her _Yoruichi-sama away!

* * *

><p><em>I wonder if I'll ever get used to this<em>, Ben thought to himself as he fiddled with the controls of the Rustbucket III. Once again, he was taking one of his girls on the next date. As Ben looked at the monitor, he felt a pair of arms snake their way around his waist but the real kicker was when he felt a pair of soft mounds pressing into the back of his head. He gulped.

"I-is that really necessary, Mila Rose?" he mumbled. Said Arrancar smiled as she released her grip on Ben and sat in the seat next to him.

"I thought you'd be used to it after spending so much time with Harribel-sama and Nelliel," she told him slyly.

"They never did anything like that," he said, really trying to block out the thoughts of what would have happened if they had done something like that.

"I don't mind if it's Harribel-sama, but not Nelliel," she growled lightly.

Ben sighed. "Come on, Mila Rose. Can't you all get along?"

"Like I said, I don't mind sharing you with Harribel-sama and I can tolerate having to do so with Apacci and Sung-Sun but Nelliel..."

Ben groaned. "This isn't gonna be easy is it?"

Mila Rose snorted. "I doubt it." Then her face softened. "But we can make this work if we try."

Ben smiled. "I'm more than willing to."

Mila Rose smiled back. "And so are we."

As the two sat in comfortable silence for their destination, Ben thought back to how this whole thing started.

**Flashback:**

_Ben had a feeling Harangue was going to use the destruction at the mall to ruin his reputation but he didn't care at the moment. He wasn't sure if Loly and Menoly had returned to Hueco Mundo or not. And even if they did, there was always the chance they could come back._

_"I don't see what the big deal is," Kevin had said as he and the others grouped around in Ben's house. "From what I've heard, those two were nothing but Aizen's errand-girls. Nothing special about them."_

_Gwen added, "But they can still be dangerous, Kevin. Remember how much damage they did to the mall?"_

_"Yeah, but that doesn't mean we can't handle them," he argued._

_"They can still hurt people to get to Ben," said Gwen._

_"And Loly looked crazy," Ben agreed. "I mean crazier than usual."_

_"Which means who knows what that psycho'll do to get to us," Apacci figured._

_Most of the school was abuzz about Ben dancing with Sung-Sun, Mila Rose and Apacci. Ever since he broke up with Julie, a lot of girls tried to become his new girlfriend but he just wasn't interested since they just wanted to date him for being a celebrity. Ben was hounded by boys asking how he managed to hook up with three hotties, while the girls were being harassed by other girls on what they did to get Ben to dance with him._

_"I don't believe this," Ben groaned after managing to avoid the hoards of questioners. "The mall got demolished and all they care about is my love life."_

_"You're telling us," Apacci grumbled as she and the other two walked over to Ben. "All those bitches go on about is "Why'd you get to dance with Ben?" or "What makes you so special?" One girl even got the nerve to asked if Mila Rose promised to show you her boobs if you danced with her!"_

_Ben frowned. "Honestly." He could not believe the nerve of some people. In fact, some of the guys asked how far he had gotten with any of them. It took all his willpower not to sock those jerks in the face._

_"No news yet about Loly," Ben said. "Unfortunately that doesn't make me feel any better."_

_"You have been acting a little paranoid lately," Sung-Sun noted._

_"I can't help it. I keep thinking Loly's just gonna burst through the wall any minute. At home, at school, Mr. Smoothy's, at the Burger Shack..."_

_"I'm surprised that she hasn't done anything immediately. Perhaps whatever you did to her as Toepick requires a long time to recover from."_

_Ben sighed. Yes, Loly was a nasty psycho but he blamed Aizen more than her. He didn't know if Aizen had intentionally did something or her or anything but it did make him despise the dead Shinigami more. And he already hated Aizen more than Vilgax, which was saying something. Vilgax was his actual arch-nemesis but if Aizen were still alive he'd probably tie with Vilgax for first place on the list of people Ben disliked immensely._

_"Best not let it bother you," Apacci said. "If something happens, we can just kick her ass again."_

_"You mean Ben will kick her ass again," Mila Rose corrected. "You couldn't even hold your own against Menoly. I had no idea you were so weak."_

_"Shut up, Mila Rose! You're the weak one since I had to save you way too many time that night!"_

_"What was that!?"_

_"Honestly, you two, can't I enjoy the peace of quiet of learning for one day?" Sung-Sun chided. "Besides, I had to save both of you so that obviously means you're both pretty weak."_

_"Stay out of this, Sung-Sun!"_

_"...Is it wrong that I've started adapting this as a daily routine in my life?" Ben asked, more to himself as he got his books together. Sung-Sun knew Ben wasn't going to like what was about to happen, but she couldn't help herself._

_"Well, girls," she said calmly, getting their attention, "I believe it's about time for the two of you to decide who gets to go on the next date."_

_Ben, Apacci, and Mila Rose all froze when they heard that. Slowly, fearfully, Ben turned his head to look at the two ladies. They were still frozen for a moment when..._

_"I AM!" They both yelled so loudly that all other commotion in the hallway stopped to see what was going on._

_"Oh, no!" Apacci glared at Mila Rose. "I am not waiting any longer!"_

_"If Sung-Sun hadn't pulled that cheap trick, I would've gone on a date with Ben next anyway!" Mila Rose snarled. "I am not going to lose to you!"_

_Ben noticed the rest of his fellow students taking an interest in this. Many were looking at him with the same mixed reactions they had at the dance._

_"Hmm, perhaps a contest would be the best way to settle this little predicament," Sung-Sun suggested, obviously enjoying all of this._

_"How about a nice game of rock-paper-scissors?" Ben offered meekly, feeling the gaze of the other students on him._

_Both girls, who were more than ready to settle this with their fists, knew that Ben had a point. Besides, they were still in school. Duking it out would've only caused problems. Not that they cared but they didn't want Ben to get caught up in it too. The two glared at each other, raising their hands._

_"Rock, paper, scissors, hah!" The two showed their hands. Mila Rose had rock while Apacci had scissors._

_"YES!" Mila Rose punched the air in triumph._

_"B-best two out of three!" Apacci demanded._

_"I beat you fair and square," Mila Rose sneered._

_"Two out of three!" Apacci yelled._

_Mila Rose won, two out of three, but Apacci kept demanding a rematch after rematch until finally Ben had to stop the nonsense before somebody got hurt._

_"Girls, that's enough. I'll go out with Mila Rose," said Ben._

_"Yes!" Mila Rose pumped her fist in triumph as Apacci looked away, upset, with her arms crossed. She didn't like being last._

_Ben noticed that Apacci was not happy. Feeling no other way, he went over and hugged her."I'm sorry, Apacci. But when I take you out, I promise I'll make it special for you," He swore._

_Apacci was surprised by Ben's actions but nonetheless enjoyed feeling Ben's arms around her. "I...I'd like that." She managed to get out. Smiling, Ben slowly released her. All too soon in Apacci's opinion._

_Ben was about to turn around and talk to Mila Rose when he noticed that everyone was still in the hallway. They were staring and some even had their mouths open. Ben glared at them. "Do you mind?"_

_"That's enough," Tia suddenly appeared, looking cross at the gathered student body. "All of you leave. Now."_

_Knowing better than to upset the hot but strict teacher, the students began filing out, whispering amongst themselves over what they had just seen. Tia looked at the three. "It seems you've gained a bit of attention since Saturday."_

_Ben chuckled sheepishly._

_"And I heard that you will be taking Mila Rose on her date next." She looked at Mila Rose. "I appreciate the two of you not destroying school property to do so."_

_Mila Rose and Apacci both looked at their feet sheepishly, as they had been more than willing to._

**End Flashback**

And now here Ben and Mila Rose were. Mila Rose wanted to go on a date off-world like Ben had done with Nelliel. Partly because she wanted to see a new planet and partly because she was tired of everyone bugging her, the others, and Ben about their relationship.

"So, Ben?" Mila Rose said, leaning back in her chair. "Got an actual destination in mind?"

Ben cringed. "Err...I haven't really had the chance, I mean, I was busy lately..."

Mila Rose huffed. "Relax, Ben. I know. Wanting you to take me off Earth for a bit was pretty sudden. Let's just see what good planets this galaxy has to offer."

"Works for me," Ben said as he searched the ship's computer.

"Gotta admit, space is pretty cool," Mila Rose said. "Can't believe all the planets there are out there. And so many different aliens."

"Space can be pretty cool," Ben admitted. _But it can be dangerous too..._He knew that much from experience.

But his musings were interrupted by the computer showing that he had an incoming transmission. Ben activated the receiver and Max's face showed up on screen.

"Ben, it's me," Max said.

"Hey, Grandpa. What's up?"

"Ben, I'm sorry to interrupt your date but there's something I need you to help with."

Ben looked at Mila Rose, nervously awaiting her reaction. Mila Rose looked at him and nodded. "I understand. You're a hero and this stuff comes with the territory." Ben smiled softly. He knew that this date probably meant a lot to her. Suddenly Mila Rose gave him a feral grin. "So that just means we'll have our date and this mission at the same time."

"WHAT?!"

Mila Rose laughed. "I want my time and you need to do this mission. So we'll just do both."

"Are you sure?" Ben asked.

Mila Rose's feral grin only widened. "I've waited long enough, Ben. Looks like I'm helping you out on this one."

"...Very well," Max conceded. "I don't think there's any way I could change your mind. Besides, from what I've been told you have plenty of combat experience."

"Damn right," Mila Rose said.

Ben could feel his grandfather's frown. "Eh...Grandpa doesn't really like that kind of language."

Mila Rose became sheepish. "Sorry Mr. Tennyson."

"It's alright," Max said after a moment. "Anyway, Ben. The planet you need to go to is the planet Atrox. It's practically an entire jungle of a planet."

Ben went, "Whoa."

"Be careful, Ben. There's plenty of wild creatures down there."

"Don't worry, Grandpa. I doubt any of them are a match for Rath or Humongosaur."

"What's the problem anyway?" Mila Rose asked.

"Apparently several of the villagers of the planet have started disappearing. Rumors are spreading about some kind of phantom lurking in the darker parts of the jungle. The villagers are scared, Ben."

Ben frowned. "Sounds worth checking into. Alright, I'll set the ship on a course for Atrox."

"Thanks, Ben," Max said gratefully. "And good luck. Both of you."

"Thanks, Grandpa."

"Thanks, Mr. Tennyson."

The communications ended and Ben set the ship on course.

"I wonder what could be the problem," Mila Rose pondered. "Mr. Tennyson did say that there were dangerous creatures on this planet. Might be their doing."

"Possibly, but it's still worth looking into."

"I never said it wasn't," Mila Rose assured him. "Just trying to think of possible causes."

A jungle planet, huh? This reminded Mila Rose of those Tarzan books Nelliel had been reading. She had to admit that it was an interesting read. She had a coy smile on her face as she thought of what the planet would be like. _Well...maybe Ben and I will get to have some jungle love on this mission, _she thought.

Mila Rose knew this was rather unusual for her but what could she say? She wanted her man and it was hard with some competition. Now she wasn't worried about Sung-Sun or Apacci. And she didn't mind sharing with Harribel, but it was Nelliel. Both Nelliel and her mistress were extremely gorgeous, practically goddesses. Mila decided that she'd have to step up her own game if she wanted to make sure she got some attention too. And she had found some of Nelliel's...other books that she thought they didn't know about. Mila Rose found them by pure accident of course but she couldn't deny the books had some good ideas.

But as much as she felt like seducing him, she also knew that he had a mission and wanted to make sure that anything she tried wouldn't get in the way of that.

"Think I might need to leave my gigai?" she asked him.

Ben blinked, his mind had been focused on getting to Antrox. He looked at her. "You think so?"

"After that whole thing with Loly, I'd feel a little bit better if I had access to all of my abilities," Mila Rose explained.

Ben nodded. That would sound helpful. But... "Let's wait and see what the situation is first. Don't want you to jump the gun."

She smirked. "Don't you do that enough?"

Ben frowned at her. "Hilarious."

Mila Rose continued smirking.

Soon they approached the planet of Atrox. It was mainly green though Ben could make out enough small blue spots that must've symbolized oceans. Or maybe seas. He wasn't sure what the difference was from up here.

"So this is Atrox," Mila Rose said as she looked at world before her. "And the whole entire planet is one big jungle?"

"According to the database anyway," Ben said as he looked at the ship's computer. "I wonder what kinds of animals do live down there."

"And which ones are responsible for the disappearances," Mila Rose added. "It's best if we land this thing and check out what the locals have to say."

Ben nodded. "Good idea." He steered the ship towards the planet.

* * *

><p>Once the Rustbucket III landed, Ben and Mila Rose scouted out the area. This world seemed pretty primitive and the technology the inhabitants had at their disposal left much to be desired. Apparently the planet served the same purpose as the continent Africa for most visitors: safari and game hunting. Speaking of the inhabitants, the Atroxians were a tribal species. They had humanoid bodies but shiny, scaly skin. They seemed reptilian but not quite as snake-like as Ssserpent.<p>

"Ben Tennyson." The tribe's chief, a large but elderly being, approached him. "When we asked the Plumbers for help, we did not expect the hero of the universe himself to come."

"Just doing what I do best," Ben said.

The chief then looked at Mila Rose, who felt a little uncomfortable being in the spotlight. "This woman...is she your mate?"

Both human and Arrancar felt their faces light up but for very different reasons. Ben's was out of embarrassment while Mila Rose's was out of delight. Fortunately Mila Rose was able to get her wits together faster and replied.

"I am Franceska Mila Rose," she told them. "I am not quite Ben's mate but I am here to help him with the disappearances that have been going on."

At once the other villagers began whispering amongst themselves, all with concern and worry.

"We are grateful," the chief said. "Dark days have plagued us as of late. Come inside. I do not feel well discussing this out in the open."

The chief guided the two into his large hut where several tribeswomen were preparing some food for them to eat. Ben was a little squeamish at the meat that was present to them but Mila Rose found herself enjoying it. Hey, meat was meat. Besides, she had tasted worse back when she was a Hollow in Hueco Mundo.

"Now to business," the chief said once the food was gathered around. He looked at Ben square in the eye. "It all started when one of our hunters had gone into the thick of the jungle to bring back food for the village. Many days and nights had passed but he never returned."

"And let me guess," Ben said. "You sent more warriors to go and look for him...and they haven't returned either."

The chief nodded gravely. "My warriors have faced many challenges and many of the beasts of our world. After so much time, I fear the worst for them."

Mila Rose looked over and noticed several of the tribeswomen looking like they were trying to fight back tears. She wondered if some of those warriors were their husbands. She looked over at Ben. He had noticed the tribeswomen too and his mind was set.

"We'll find out what's happened to your warriors," He told the chief. "You can count on that."

The tribeswomen looked up at Ben hopefully while the chief let out a sigh of relief. "Thank you, Ben Tennyson. We are most grateful."

"So...where exactly did the warriors go when they disappeared?"

"I shall show you a map of the lands. That should be most helpful to you."

Mila Rose was both excited but anxious. She had a feeling that a fight was coming on and she was thrilled by the thought of battle. But, she didn't know what to expect. Her experiences with Ben had taught her that there were plenty of powerful creatures out there in the universe. She even wondered how much of a match she could be for any of them.

The chief pulled out a map and showed it to the two. Ben studied it carefully, using his photographic memory as a big advantage.

"Can you tell me what kind of creatures live out in the jungle? I need to see if any of them might be responsible?"

"While I can understand your thoughts on this, Ben Tennyson, I know my warriors could not be defeated so easily by the monsters that we hunt."

"Can't rule out any possibilities," Ben told him.

The chief nodded grudgingly. Apparently the guy was so sure of his warriors that he couldn't believe the hunters could become the hunted. What, did he believe they died by accident or something? Nah. As it turned out the chief personally believed the culprits were rival tribes who lived in other parts of the planet. Some tribes got along well and other tribes were almost always at each others' throats. That was a good possibility too and one Ben was far more likely to believe. He just hoped that this didn't evolve into a tribe war of some kind.

Ben and Mila Rose decided it was best to gather up supplies before they headed out on their journey. Ben wasn't sure what they would expect in this place and he had seen a few jungle movies in his time to know that in areas like this, preparations was a virtue.

So the two headed out from the village, with the villagers bidding them farewell. A few warriors remained as the chief didn't want to lose anymore of his men. He had offered a guide though but Ben declined. As much as a guide would be appreciated, he didn't want this tribe to lose anymore of their people. He and Mila Rose stopped as they looked ahead. Nothing but growth and underbrush. Not even a proper path to follow.

"Well," Ben said. "Here we go."

And so the two ventured into the deep, dark jungle of the planet, unaware of what they would run into. Or what would run into them.

Mila Rose took in her surroundings as they trudged through the jungle life. She still remembered all the things her mistress had taught her back when they were Hollows. Though, she did feel uncomfortable without some kind of weapon on hand. Ben promised her he would look into it with Grandpa Max when they got back. She appreciated it but it still didn't change the fact that she would like to have one right now!

"Think it might be time for you to turn into one of your aliens?" she suggested.

"Not yet," Ben told her. "I don't know what's out there and I don't want to leave you alone."

Mila Rose huffed. "I can take care of myself, Ben."

"I know that, it's just...I don't know what we're up against and I'd never forgive myself if anything ever happened to you."

While Mila Rose get a pleasant tingly feeling from that, she didn't like to be babysat.

"Let's see if we can find any trace of what happened to the warriors," she suggested.

"That's as good a start as any," Ben agreed. "Now I think would be a good time to go alien." He activated the Ultimatrix and scrolled through it until he found the one he was looking for. He slammed the dial down and transformed into Benwolf.

"The wolf one?" Mila Rose asked. "Why not Wildmutt?"

"Wildmutt can't talk," Benwolf explained. "And I think you'd prefer being able to understand me."

"Good point," Mila Rose admitted.

Benwolf got down on all fours and started sniffing the ground as he walked. Mila Rose had to fight the urge to laugh. Despite the seriousness of the situation, Ben did look rather comical.

"Uh, how do you know where to start sniffing?" She asked.

"Don't worry," Benwolf told her. "I can still recognize the scent of the Atroxians from when I was human."

"I hope this works."

While Benwolf was good at tracking down the missing warriors, his enhanced sense of hearing would allow him to detect any uninvited guests. So far, nothing unusual, only the typical sounds of a jungle. That gave him a bit of relief. In the movies, it was always when the jungle got quiet that things started going bad.

Mila Rose once again found herself frustrated. If she was outside her gigai, she could sense their spiritual pressure. She was sure even aliens had that. There was nothing to suggest otherwise. Maybe Ben would allow her since she could be far more helpful that way.

As Mila Rose and Benwolf went deeper and deeper into the jungle, they were unaware that something was watching them. It was stalking them from the trees, keeping its eyes on them.

"They can't just vanish without a trace," said Benwolf and then he stood up, rigid.

"What's wrong?" she asked.

"Do you get the funny feeling that we're being watched?" he asked.

Mila Rose was instantly alert now. She strained her ears for any kind of sound. Her fists, which were her only weapons at the moment, tightened for battle.

Then Benwolf heard it. "Get down!" He quickly yanked Mila Rose to the ground. A THUNK sound was heard behind him. Benwolf got up to see some kind of disk blade lodged in the tree behind him.

"Where did that come from?!" Mila Rose freaked out, now really wishing she had some means to defend herself with.

Hearing something like movement nearby, Benwolf was instantly alert. He smelled something. There was something else here with them. Possibly the one responsible for the disappearing warriors?

As for what was stalking them, it managed to get a better look at the Loboan. Yes, there was no mistaking the symbol on its chest. This Loboan was really none other than Ben Tennyson. At last! A worthy prey like no other! The hunt would be much more enjoyable than those noteworthy but rather lacking warriors.

Benwolf knew this was bad. Whoever was after them had the element of surprise. And even with his enhanced senses, he didn't know what he was up against. He quickly scooped Mila Rose up and started dashing further.

"Ben!" Mila Rose cried. "What are you doing?"

"We need to get some cover now!" Benwolf replied. "We're out in the open and sitting ducks!"

Its universal translator allowed it to understand what the shapeshifter was saying. It had to admit it was impressed. Perhaps the human possessed some cunning to go with his many forms. Now truly intrigued, the hunter decided to make its moves regarding this new hunt.

The hunter pursued its prey. It was time for the real hunt to begin. Then, once it claimed its prize, it would be forever known as the hunter who slew Ben Tennyson.

* * *

><p>Benwolf and Mila Rose found a nearby cave and ducked inside, successfully covering themselves. That was when Ben changed back to normal, panting.<p>

"Ben, why did we run? We could've fought whatever it was that attacked us," said Mila Rose, frowning.

"Sorry," he apologized. "But we have no idea what we were dealing with. We couldn't see it but it could see us, which is bad."

"Did you manage to catch its scent?" Mila Rose asked. Ben grimaced. "What's wrong?"

"There was a very strong scent of blood," Ben told her.

"Animal?"

"Doubt it," Ben said somewhat anxiously. He showed her the bladed disk. He made sure to hold it where the blades didn't cut his fingers "Take a good look at this. Nicely made. No animal could've done that. I think we're dealing with a professional here."

"One of the other tribes?"

"Hard to say," Ben replied.

"Should we get back to the village?"

"Yeah," Ben said. "Hang on!"

Ben activated the Ultimatrix and switched the dial so that it showed XLR8. In green flash, Ben's speed alien stood where he once did. Once again, XLR8 scooped Mila Rose up in his arms and he quickly dashed back to the village.

Once there, Ben showed the bladed disk to the tribe chieftain. The chief examined it with thorough care. Once he was done, he handed it back.

"This weapon was not made on Atrox. None of our tribes are known to use such a weapon. Nor does its design match any of ours."

"Which means someone else is on this planet," Ben said grimly.

"Do you think this happened to any of the other tribes?" Mila Rose asked.

"Yes."

Everyone turned to see a tribeswoman approaching them. "I have heard word from our messengers. It seems that the warriors of other tribes have been disappearing as well."

"I think whoever or whatever this thing is...it's hunting down your warriors."

"And killing them," Mila Rose added.

The tribeswoman who had spoken to them looked devastated. She must've been the wife of one of the missing warriors.

"Do you know for certain?" the chief asked. "Have you found the bodies?

"No but..."

"Then there is a chance they are still alive," the chief said.

Ben looked at his feet. He really doubted it. Ben could tell the chief wanted his people to have hope but he felt it was a false hope.

"Ben Tennyson," the chief said. "Mila Rose. I ask you both to help us. Please find whoever is responsible for this and put a stop to them."

"I will," Ben said. "I promise." He looked at Mila Rose. "Mila Rose...are you sure you want to come with me?"

"I'm not just gonna sit around and wait for you to hopefully come back," Mila Rose told him firmly. "I'm a warrior too and I'm going in there with you."

Ben smiled at her. He knew that he couldn't convince her to stay in the village. She had that fierceness in her that the other girls did. And Ben couldn't help but find it attractive. Realizing what he just thought he quickly shook his head. They would focus on dealing with this mysterious hunter first. Taking a deep breath, Ben and Mila Rose faced the jungle again.

"Better change _before _going in there," Ben said as he activated the Ultimatrix. "Time to use an old friend." He slammed the dial down and changed into some kind of one-eyed plant alien with tentacles for legs and some venus flytrap-like structure around his head. "Mila Rose, say hello to Wildvine."

"Wildvine?" Mila Rose repeated. "You have another plant guy? What about Swampfire?"

"Swampfire's not exactly good at being stealthy." Wildvine explained.

"Good point," Mila Rose admitted, knowing that Swampfire's stench would probably give him away.

The two returned to the denser parts of the jungle once again. Mila Rose was more alert now, expecting something to just jump out and attack them. And if not them, then one of the assailant's other weapons. They didn't know what all their enemy had in his or her arsenal.

"Stay close to the ground," Wildvine whispered to her, using his abilities to actually merge with the plants of the jungle. Mila Rose thought that was quite an impressive ability for an area like this. Obviously despite both being plant aliens, Swampfire and Wildvine were capable of doing things that the other couldn't. In fact, she had seen Ben use several aliens who shared abilities or powers with other ones he used. Like Brainstorm and Ampfibian both having electrical powers. Or Benwolf and Echo Echo both having a sonic scream attack. And she lost count of how many of Ben's aliens had super strength as their primary ability. It was kind of weird but she figured that, considering how many aliens actually existed, some _had _to have similar abilities.

Mila Rose made sure to not stay out in the open, using the foliage as a cover. Though at the moment she wished she could do a technique similar to Sung-Sun's Muda ability. That would come in handy right about now.

Wildvine was ever alert for their mystery guy. While using his abilities on the plants of the jungle, he tried to feel any kind of movement against them in hopes of pinpointing the guy's location.

"Anything?" Mila Rose whispered.

"Nothing," Wildvine answered. "I don't know if I should be relieved or panicking."

"He's got to be here somewhere," Mila Rose said. "We need to draw him out somehow."

"Yeah? Like how?"

Little did the two know that they were being stalked as they spoke. It saw them. It knew that Ben 10 had turned into a Florauna. An impressive choice for this type of environment. By becoming one with the plants, Ben 10 would be harder for it to track. But he must be close judging from the conversations the female was having. It has been studying her too. Possibly Ben 10's mate. She had the look of a warrior and it wondered if she was skilled. Though it was tempted to test, the female was unarmed. It would not stoop to such a dishonorable tactic as attacking an unarmed combatant. It would need to draw the Ultimatrix wielder out somehow. Very well then. But as the hunter moved...

"It's here!" Wildvine's connection with the plants alerted him to the foe's presence. He quickly removed himself from the plants he bonded with and pulled some of the large seeds from his back. He threw the seeds to the clearing he detected. The seeds exploded on contact.

"Those things can explode?!" she exclaimed.

"Among other things," Wildvine said before a spear suddenly struck it right in the chest.

"Ben!" Mila Rose cried before she felt herself hefted in the air and tossed aside. She could make out a faint blur of motion and swung her leg in an attempt to sweep or trip it. Whatever was causing the strange haze was caught off guard by the attack and fell on the jungle ground. Some dirt got on it and Mila Rose could make out a vague shape. "Ben! It's invisible!"

Pulling the spear out of his chest, not really injured since he was a plant right now, Wildvine could see the thin outline of their assailant and shot his vines at it. But just as they approached, the tips were sliced off by some invisible blade. Wildvine went to fire more of his seeds but what he could see of his opponent moved with shocking agility. Wildvine tried to see where the attacker went but it was too late. This being had disappeared within the jungle fauna. And it had taken the spear with it. Wildvine was at Mila Rose's side. "Are you alright?"

"I'm fine," Mila Rose said. "Whatever that thing was just knocked me on the ground."

Wildvine wondered, "Strange. Why did it simply get you out of the way while it was trying to kill me?"

Mila Rose shrugged. "'Cause I'm a girl, maybe?"

"Not a theory I want to test," Wildvine said grimly. "Right now let's put as much distance as we can from...whatever that was and plan."

"Plan?" Mila Rose grinned. "Since when does Ben 10 plan?"

"Right now," Wildvine said as he scooped Mila Rose up. "Now let's get out of here."

Wildvine thought it would be a good idea to make as much distance between them and that attacker so he went in the opposite direction it went. Hopefully. Normally Ben was the type to pursue but he wasn't taking chances. Especially with Mila Rose here. Stretching his arms, Wildvine swung through the jungle in a way that would make Tarzan envious. Mila Rose held on, find herself liking the strange new thrill she was getting. Though she would have preferred Ben being in his human form.

Wildvine eventually found his way to the river. He looked around. No sign of any of the planet's wildlife. As far as he could see. Once he was fairly certain the coast was clear, he changed back to normal.

Ben stated, "Okay so we know we're up against something or someone that can turn itself and its weapons invisible. At least while he's holding them."

"Or she," Mila Rose added. "We don't know if it's male or female."

"Fair enough," Ben said. "But anyway, that's all we know. We don't know what are all its weapons, if it has any powers...I don't even know what species it is. And who knows how many aliens can actually turn invisible."

"So what's the plan, Ben?"

Ben frowned as he tried to think of something. "I need to call Grandpa Max." He started tinkering with his Ultimatrix. Seeing the confused look on Mila Rose's face, Ben explained. "The Ultimatrix can be used to communicate with Plumbers and stuff. Grandpa might know what we're up against." Once he got the communications part working. "Grandpa! Grandpa, do you read me?"

"_Loud and clear, Ben. What's wrong?_"

"Grandpa, we found out what's causing trouble on Atrox. Sort of. What do you know about any aliens that can turn invisible, and use spears and blade disks."

At first there was nothing but silence on the other end. When Max replied, his voice was very grim. "_Ben...are you sure?_"

"Definitely. Whatever it was would've had me if I hadn't been Wildvine."

Max sighed. "_It's been such a long time. I never thought _they_ would ever return._"

"They?"

"_Ben, Mila Rose, listen to me. You are up against a very dangerous adversary on this planet. Make sure you're somewhere secure and I'll fill you in._"

Now Ben was really worried. If his grandfather was acting like this, that clearly meant bad news. He looked around nervously, as if expecting a dagger in his back or something.

"I'll call you back the moment we find shelter." Ben activated the Ultimatrix. "I'm flying us out of here, Mila Rose. Don't know if that thing can attack us while we're airborne!" He slammed down and was engulfed by the green flash. Mila Rose covered her eyes...and got a good look at the alien Ben turned into.

Mila Rose commented, "Uh...last time I checked, Armodrillo can't fly."

Sure enough, Ben had wound up turning into Armodrillo. He groaned as he tapped his symbol. "_Now _it decides to goof up on me. Great, just great." Armodrillo sighed. "Well, if we can't fly, then we'll just have to dig."

"Great," Mila Rose grumbled. She was not a fussy girl when it came to things like getting dirty but she really wasn't looking forward to going underground. Armodrillo lowered himself so that Mila Rose could hold onto his neck. "Hang on!" With that, Armodrillo started digging into the ground.

While Mila Rose could not deny that Armodrillo was a useful alien, she certainly wasn't fond of traveling underground. She kept fearing that she'd fly off the digging alien's back. And the fact that some of the dirt was getting on her didn't help much. But Armodrillo was moving very quickly through the underground. She remembered Ben once describing him moving through dirt like it was air. Apparently that was true.

The next thing Mila Rose knew, they had surfaced. Armodrillo came to a stop and she slid down his back. She needed a moment to get her wits together. Shaking her head, she took a look around. Before them stood a nearby waterfall, adding a sense of beauty to the spot they had found. Lush and hopefully edible fruits hung all over. And the waterfall lead to a beautiful body of water that was perfect for swimming. Good. She could use a swim after that little underground adventure.

"Come on," Ben said after he turned back to normal. "Let's see if there's a cave behind that waterfall."

The two headed out to the waterfall. Fortunately, they were able to find a way to maneuver around the flowing water without getting soaked. Ben found an opening and sure enough, there was indeed a cave behind it. Ben let out a sigh of relief as he and Mila Rose went inside and made themselves relatively comfortable.

"Well that was an experience," Mila Rose said as she brushed some of the dirt off of her. She looked at him. "Can you even navigate when you're digging around?"

Ben grinned sheepishly. "Not really. I'm not aware of what's going on the surface."

Mila Rose smirked. "So you found this place through dumb luck?"

"Pretty much. Besides, my luck is known to hold out."

Mila Rose shook her head. "Ah, well. Looks like your luck held out here." She turned serious. "We'd better contact your grandpa and find out what we're up against."

Ben nodded and activated the communications link. "Granpda. It's me. Mila Rose and I managed to find some shelter. Now can you fill us in?"

When Max spoke, his voice sounded even grimmer than before. "_First off, what you two are up against is a very deadly warrior. He belongs to the race known as the Yautja._"

"Yautja?"

_"They come from the planet Yautja Prime. Most other races think they're just myths and boogie-men meant to scare their children. But they are real...and very dangerous."_

"Why is one of these...Yaujta on Atrox?"

"_He's hunting_," Max replied.

"Hunting?" Ben asked. "Hunting what?"

"_The warriors_," was the reply.

"What?!" Ben and Mila Rose cried simultaneously.

"_I don't know too much about the Yautja culture but I do know that they often travel to other planets in search of prey to hunt."_

"Hunting for what reason?" Mila Rose asked.

"_Sport_," Max said darkly. "_They are known to make trophies out of those they hunted. The victims' skulls in particular."_

Mila Rose and Ben were disgusted when they heard this. These Yaujta hunted other life and treated them like animals. Mila Rose thought about to all those poor tribeswomen, to never see their beloved husbands again. While they weren't certain if the warriors were dead, Mila Rose was certain it was more than likely.

"_The Yaujta seem to use a combination of advanced technology and primitive weaponry. The cloaking device is just one of their many tools. Plumbers have encountered Yautja on rare occasions but we've never actually managed to capture one. We've learned that the Yautja follow their own honor code and..._"

"Honor code?" Mila Rose exclaimed. "What would those things know about honor?"

"_Quite a lot, actually. From what we've gathered, the Yaujta will only attack someone who is armed. The unarmed and children are some of the few we know the Yautja won't target."_

"That explains why he didn't attack Mila Rose," Ben figured. "She was unarmed. Hey, wait a minute. I was unarmed when it attacked me."

"_A technicality, Ben,_" Max replied. _"The Ultimatrix would count as a weapon in their eyes."_

Ben groaned. "Great."

"Max," Mila Rose spoke up, "Have these Yautja ever come to Earth before?"

"_A few times before the Plumbers caught on to what they were doing_," Max replied. "_They usually showed up in areas of great violence. Gang wars in cities, wars in foreign countries. Before the Plumbers finally found out, there were stories of a few humans who actually managed to best the Yautja and earned their respect._"

"And they left Earth alone?"

"_No. But the Plumbers were prepared this time and one actually engaged the latest Yautja visiting Earth and managed to defeat it. Afterwards the Plumber ordered them to stay away from Earth and never return. And believe me, Ben, if that hadn't happened, the Yautja would have been coming for you sooner._"

"Me?"

"_Ben, with the things you've done and are capable of, the Yautja would see you as the ultimate prey._"

Ben groaned again. "Which means now this guy's gonna be gunning for me."

"If it makes you feel better, at least this creep won't go after the warriors anymore." Mila Rose offered.

Ben sighed. "Well at least there's that."

"And I can help," Mila Rose offered. "Your grandpa said they won't attack an unarmed opponent."

"_Don't be hast_y," Max interjected. "_They won't_ target_ an unarmed foe but if they are attacked first, then they will retaliate._"

Mila Rose's face fell. "Well there goes that idea."

"Can you tell us anything else, Grandpa?"

"_I'm sorry, Ben, but that's all I know at the moment. I'll try and see if I can find any more information. In the meantime, the both of you be careful and keep your wits together. The Yautja are cunning. Do not underestimate them."_

"I won't, Grandpa."

"_Good luck, Ben,_" Max said before cutting communications. Ben and Mila Rose looked at each other.

"So...what do we do, Ben?"

"The best we can do is find it before it finds us, then disable its cloaking," Ben said.

"Then you'll fight it?" Mila Rose asked.

"That's the plan," he smiled, then he noticed her expression. "What's the matter?"

"Ben," Mila Rose said, the worry in her tone not lost on the hero of the universe, " this Yautja sounds like he's the type of hunter trained from a young age. I think he's probably hunted and fought some of the aliens you can turn into. I'm just guessing, but he could find a way to subdue you. I mean, you're not bad yourself. You took down warriors far more experienced than you, but that's because they often underestimated you. Now, there's something out there that we can't see that is hunting you. I want to protect you like you've always protected us."

Ben was stunned by the lovely Arrancar's declaration. "Mila Rose...I..."

"Just promise to be careful, and don't die," she advised.

"Right," said Ben.

Mila Rose smiled before getting up and walking over the opening of the cave. "But first...I'm gonna take a bath. I need to get all this dirt off of me."

Ben cringed and rubbed the back of his head sheepishly. "Yeah, sorry about that. Armodrillo isn't always the tidiest alien I got. But hey, at least it wasn't Goo..."

But the words died in his throat as he turned to look at Mila Rose, who was taking off her shirt! Mila Rose was facing away from him, but his reaction was the same as if she had been facing him (or maybe not). His face now a lovely shade of crimson, Ben quickly spun around. "Wha...what are you doing?!" he all but shrieked.

"What does it look like I'm doing?" Mila Rose asked rhetorically. "I'm getting ready for a bath."

"By taking your clothes off?!"

"It's not like I have anything else," Mila Rose said. "If I had known I'd need to go bathing, I would have brought a bikini."

Ben froze when he heard the sound of her taking off her skirt and it was taking all of his willpower not to turn around and gaze at Mila Rose in all her naked glory. Hey, he was still a hot-blooded teenage boy. He was still tempted by such things and having five beautiful women with bodies that would make a goddess envious certainly didn't help much.

"Don't see what the big deal is," she said. "You're allowed to look, you know."

"Gah!" Was the only noise Ben could make. He was now forcibly pinching his nose to avoid the massive flow of blood that threatened to shoot out like a fountain (or geyser).

"You should know by now that we don't mind, Ben," Mila Rose said. "In fact...we'd like for you to."

"Eh?"

Mila Rose shook her head, folding her arms across her bare, ample chest. "Ben, sometimes you can be such a prude." She smiled to herself. _I think I know a way to fix that._

"Ben~?" She asked playfully. Ben flinched nervously.

"Yes?"

"Could you stand watch for me while I bathe?"

"HUH!?" Ben's jaw dropped.

"I'd feel safer knowing you were there to protect me," she said with a pout. Even though Ben had his back turned, he could practically feel the expression.

"Mila Rose, I don't know if..."

But what Mila Rose did next really shocked him. He nearly jumped out of his skin when he felt her hands on his shoulders and her soft mounds pressing up against him. Her soft, completely bare mounds! Ben felt his whole body tense up at her actions. But what really got him was when he felt her lean in and her voice whisper in his ear with a soft, alluring tone. "Please, Ben? I'd really appreciate it."

Ben gulped as he struggled to ignore the pleasant feelings he got from her touch, her breath on his skin, and the feel of her breasts pressing up against him. He could feel his will power slipping away, or more specifically being beaten down by teenage hormones.

"F-fine," he mumbled.

Mila Rose smirked triumphantly.

"But I'm waiting 'til you leave the cave before I go out!" Ben quickly shouted.

Mila Rose sighed. Ah, well. She couldn't rush things. Slow and steady wins the race, like in one of those old fables she had decided to glance at during one of her trips to the bookstore Nelliel worked at. "Alright. I'll go ahead. But you better be out there!" With that, she turned around. Then suddenly, she had an idea.

Ben felt a slight push or bump from behind him, specifically his lower regions. Without thinking he spun around...and was treated to the sight of Mila Rose's well-rounded rear! Oh, he was sure that blood was gushing from his nose by this point! He wanted to turn away-he _needed_ to turn away. But for some reason, he could not take his eyes off of the vision of loveliness before him that was Mila Rose's posterior.

Ben felt his fingers begin to twitch. His now raging hormones were commanding him to seize the lovely objects in front of him, yet a small sliver of the prudishness Mila Rose had mentioned was keeping him from committing this act.

He then noticed that the derriere was moving away from him, and with great difficulty, his eyes went in the upward direction, whereupon he saw that Mila Rose was moving away from him, likely toward her coming bath. Had she bumped her butt against him, just to get him to look at her? Well, it had worked!

Ben felt his eyes begin to drift downward again, but before they could Mila Rose turned to face him. He was pretty sure that he would have passed out if not for the fact that only her head had turned in his direction and nothing else. They stared at one another, their equally green eyes unmoving. Then, the lid of the right eye came down and covered the organ-a wink. Mila Rose smiled, then smacked her lips in a kissing motion before continuing her departure, her hips swaying from side to side in a seductive manner.

When he was sure that Mila Rose was gone, Ben fell to his knees, panting. Immediately, his right hand came to his nose, and to his great surprise, there was no blood when he drew the hand in front of his face to inspect it. He had endured all that without a single nosebleed?! Either he had the temperance of a saint (or a eunuch), or he had become so used to this sort of thing that the ability to have a nosebleed from this kind of event had become lost forever. What the heck?!

"Okay, Ben," he told himself, finally getting is wits (and his ability to speak) together, "You can do this. You're just standing guard. You're just protecting Mila Rose. Naked...bathing...Mila Rose." Ben quickly shook his head before his mind went elsewhere. "No! You are not like that!" Then he added to himself. "But she did say it was okay for me to-No! Or maybe her butt...her chocolatey-argh!" Ben groaned. "I'm doomed." He took deep breaths and went, "OK, just think about something else. Think about soccer, Sumo Slammers, smoothies, chilli fries..." He was trying to not think about Mila Rose, a naked Mila Rose.

It wasn't working.

"Ben!" Mila Rose called. "Get your cute little ass out here before I come in there and get you."

Ben cringed. "I'm coming! I'm coming!" Ben started heading to the entrance when he paused. "She thinks my butt is cute?" Shaking his head and trying his best to calm his raging hormones, Ben made his way out of the cave. Maneuvering around the waterfall, he spotted Mila Rose, nearly losing his footing. Fortunately all but her head and shoulders were submerged in the water.

"Deep breaths, deep breaths," Ben repeated like a mantra. What was Mila Rose thinking? There was a psycho alien hunter on the loose and what was she doing? Trying to seduce him! And now here she was bathing while wanting him to stand guard. Honestly. Then he was struck by inspiration and a wicked smile spread across his face. He activated the Ultimatrix, turned the dial to the alien he wanted, and slammed it down.

Mila Rose saw the flash of green light out of the corner of her eye. She turned her head and frowned at what she saw. "Ben!"

Standing at the edge of the water hole was Wildmutt. Ben knew he was the perfect alien to use in this situation. He could detect where that Yautja was and he didn't have any eyes. Mila Rose wouldn't be able to pull a fast one on him. He felt so clever at his plan.

Mila Rose huffed in annoyance. He just _had _to go and turn Wildmutt on her. She had even made a plan with her splashing him with water, getting him to turn and she would stand up, allowing Ben to gaze upon her naked body to his heart's content. She knew that he would initially freak out but then she would lure him into the pool and... Yes, Mila Rose knew that she was acting rather unlike herself but the heart (or something) wants what the heart wants. Besides, any other man would have been dead or near death by now. And to be perfectly honest, now that she knew Ben was fine with sharing, Mila Rose was ready to give into her desires. She had seen couples making out, among other things, on TV all the time. And she wanted to do those things with Ben. But how was she supposed to entice him now when he was a big eyeless mongrel? Yes, she was perfectly aware of the dangerous alien they were up against but she was certain that they could and would win. So what was wrong with enjoying themselves while waiting?

But if her plan was to succeed, she needed to get Ben out of Wildmutt. Then an idea came to her. She knew it was a little cruel but she had a feeling that Ben would love the rewards that followed. She waded through the water, finding a nice spot that was shallow enough but kept a convincing distance from the ground. She started pretending that she was drowning. "Ben!" She cried, constantly submerging and breaching. "Ben, help!"

Wildmutt was on the instant alert. He couldn't tell if the hunter was attacking Mila Rose or not. His senses only picked her up but then again, he wasn't quite sure how good his senses were around water. Not really looking forward to swimming as Wildmutt, said hero nonetheless jumped in anyway. Dog paddling over to where Mila Rose was thrashing, he prepared to carry her back to shore when he realized something...How? She was naked! He couldn't carry her in his teeth. She had no clothes to grab onto. He didn't want to grab her with his claws out of fear of hurting her skin. He could always let her hold onto him while he swam back to shore. Oh, the heck with it. Her life was in danger, he had no time for a stupid debate with himself. Realizing he was getting nowhere, Ben turned back to normal. He quickly put on arm around Mila's waist, really hoping he didn't accidentally grope her in the process.

"Don't worry, Mila Rose. I gotcha. I..." But then Ben realized that the water was quite shallow. "Mila Rose...wha...?"

Mila Rose smiled, her eyes smoked with lusty haze and what could only be described as hunger. "My hero."

Ben's eyes had widened to such a degree that he almost felt the skin surrounding them had started to peel back. His face was now so red it almost seemed atomic. He opened his mouth and tried to say that this had been a mistake. To berate Mila Rose for her trick. He tried to say _something_! Alas, no words came out of his mouth, and he was so taken in by Mila Rose's beauty that he couldn't even say incomprehensible noises.

With a triumphant smile, Mila Rose pushed her curvaceous body against the mentally comatose Ben and began to move them back to the riverbank. When they hit land, she fell upon Ben, with the latter not even noticing that his clothes were soaked. "Ben," she said. "I want you." She then placed her hands on both sides of his head. "And I want you NOW!"

With her piece said, Mila Rose smashed her open mouth against Ben's. Without even needing to think, her tongue collided with his and began to wrap around it. This action seemed to reactivate Ben's brain to a degree, because Mila Rose suddenly felt her beloved's hands begin to wrap around her. His tongue began to fight against her own, but the leonine Arrancar pressed onward, pushing relentlessly against Ben's tongue and causing him to let out a light moan in the process.

Finally, the need for oxygen overcame them and their mouths separated, with saliva dribbling down both their mouths.

"Wha...You...We, and," Ben tried to say something coherent but his brain was still buffering.

Mila Rose smiled. "What's the matter? Cat got your tongue?"

What was he supposed to do? He was now soaking wet with an equally inundated and completely naked hot girl on top of him!

"Mila Rose," he finally managed to say. "You, I, we..."

"Shh," Mila Rose cooed, bringing her face back down to Ben. "I think you might need to get out of those clothes."

Ben was sure his brain just stopped. Mila Rose saw the look on his face and grinned. "You're soaked, Ben."

Ben would have looked at his soaked clothing but he really needed his eyes focusing on Mila Rose's. Otherwise his eyes would wander to certain places. It was taking all his strength to not grab Mila Rose and start kissing her senseless. Okay, when did this start happening? Maybe the girls affections were finally starting to get through to him and had awoken the flames of desire within him. That sounded a lot cornier than Ben thought it would.

"So you go get out of those clothes so they can dry," Mila Rose said, pushing herself off of Ben and getting back into the water. Luckily for Ben, her head and shoulders were the only parts not submerged. "And I'll wait right here for you."

"What makes you think I'm getting the water with _you_?" Ben asked, managing to get some common sense back.

"Fine," Mila Rose teased. "Go ahead and stand there naked while your clothes dry." She then purred. "I'll just sit back and admire the view."

Ben's face lit up. "You wouldn't!"

Mila Rose smirked. "We want you to look at us, Ben. And we certainly wouldn't mind looking at you." Ben groaned. "So what's it gonna be, Ben?" She challenged.

"B-but you're naked!"

"So?"

"Whaddaya mean _so_?" Ben demanded. "You expect me to strip myself and go skinny dipping with a girl who's also naked?!"

"That depends," Mila Rose answered. "As long as it's me, Apacci, Sung-Sun, or Harribel-sama I don't mind." She purposefully left out Nelliel.

"Gah!" Ben grabbed his head as he tried not to imagine those images. Unfortunately, the more he tried not to imagine those images, the more strongly he was attacked by them.

"Ah," Mila Rose laughed. "Is little Ben having naughty thoughts about us? You little pervert."

"S-shut up!" Ben tried to hide his embarrassment.

"Alright, then. Either you put your clothes up to dry or I'm gonna come over there and get them off you myself."

Ben stared. "What has gotten into you, Mila Rose?"

Mila Rose gave him a predatory gaze. "Let's just say I've gotten tired of waiting, Ben." Ben was still confused by Mila Rose's actions. Did she really want him that much? "So, Ben. Either you get out of those clothes or I'll do it for you."

Ben gulped. Why couldn't that Yautja or whatever attack right now so he could have a bad guy to take his mind off this? Nervously and reluctantly, Ben went back over to the cave and removed his shoes, socks, and one by one took off his wet clothes. He quickly turned into Terraspin and gave them a quick gust to help them dry better when he heard Mila Rose calling for him. He changed back to normal and leaped out of the cave and splashed in the water. Breaching from the splash, Mila Rose looked over at Ben, who was keeping his distance from her. His face looked like a tomato and she could guess that he was probably covering his dignity with his arms. Seeing him so embarrassed was so adorable.

"Come over here Ben," she seductively taunted.

Ben froze up. "I'm quite comfortable, thank you."

Mila Rose pouted playfully. "Very well. I'll come to you."

Ben freaked out as Mila Rose began swimming towards him. Sheesh. It was bad enough that they were both naked in the water, but if she was right next to him? It was too much for the sixteen-year-old hero to handle. He was just getting used to dating the girls and here Mila Rose was pulling this.

"Mila Rose, aren't we taking this a bit too far?" He asked as she got closer. Dangerously close.

"Hmm," she feigned ignorance. "What do you mean?"

Ben deadpanned. "You know what I mean. My mom said..."

"I remember your mom saying not to have sex with you 'til you're eighteen. She never said anything about not doing..._this._" Suddenly she was right in front of him. Ben tried moving backward but found his back pressed up against the rocks near the waterfall. Mila Rose smiled sweetly at him. "Here I am, offering myself to you and here you are, refusing to take advantage of the situation." She laughed. "I don't know whether to be flattered or insulted."

Ben cringed.

"On one hand, I am flattered, Ben," Mila Rose went on. "Despite clearly being tempted, you're doing what you can to treat me with respect. But I can't help but feel a little insulted. I certainly wouldn't put my body on display for just some guy. You, and only you, have the right to look. To look, to touch... _to_ _taste._"

Ben's face had become like a goldfish and Mila Rose had to resist laughing at the sight.

She continued, "Bottom line is...we don't want to wait, Ben. We have needs. _Desires." _Ben wasn't sure whether that tingle that went up his spine was a pleasant or bad feelings. "And you are who we want, who _I_ want, to fulfill those desires."

Did this girl have any idea what her words were doing to him? His heart and his head were arguing with each other like crazy. His head told him that it wasn't right what they were doing but his heart told him that Mila Rose wanted this and there was nothing to be ashamed of. Mila Rose noticed the look on his face. Time to give the poor boy a break.

"If it makes you feel better, Ben, I'll make sure we don't go too far. I wouldn't want you to do anything you felt guilty about."

Ben stared. "Mila?"

With that, Mila Rose put her arms around Ben and pulled him in for a passionate kiss, her tongue already exploring his mouth. Ben had to admit this was a giant step from previous french kisses and hickeys. Hoping that he wasn't about to make a huge mistake, Ben placed his arms around her, not believing that he was actually here, naked and making out with an equally naked and totally hot girl. What was happening to him?

Mila Rose smirked through the kiss and pressed her body against Ben's. Ben nearly freaked out then and there but Mila Rose held him tightly as she continued the kiss. Having a naughty little idea in mind, she pulled away from Ben and smirked at the disappointed look on his face. Despite his inhibitions, he was obviously enjoying this. She started planted kisses along his neck, pausing only to give him light licks along his skin. His gasp increased her own arousal and she made a trail downward to his collarbone. Giving an agonizingly slow but equally arousing lick to the spot, Mila Rose completely shocked Ben when she practically chomped into his flesh.

Ben cried out, more from shock than pain as Mila Rose made sure not to bite him too hard. She certainly bit him hard enough to leave teeth marks. She looked at the marks with satisfaction while Ben looked at her like she had gone insane.

"What was that for?!" He exclaimed, the sudden bite snapping him out of his lust-induced haze.

Mila Rose just smiled back. "I'm marking you."

"Marking me?"

Mila Rose simply nodded before pressing herself up against him again and planting small kisses along the bite marks. Ben felt his breath quickening at her actions. One arm wrapped itself around her shoulders while the others wrapped around the small of her back. Mila Rose sighed happily. Then she whispered, "Your turn."

"Huh?" Ben asked in a small voice.

"Mark me," she whispered. "Just like I did to you. Mark me._ Taste me._"

"Mila Rose, I..."

"I want you to," she added. "Please, Ben."

Knowing that he wouldn't be able to resist her, Ben started slow, planting kisses alongside Mila Rose's neck. The Arrancar tilted her head back, loving the feeling of him touching her this way.

"Ben, that feels so good~," she moaned as Ben made his way down to her own collarbone. Taking a moment to prepare himself for what he was about to do, Ben bit into Mila Rose's skin. While making sure his bite didn't hurt her, he couldn't help but notice that her skin had a rather sweet taste to it. He didn't know if it was naturally like that or if all their affection was messing with his brain.

"Ah!" Mila Rose gasped pleasantly, grabbing fistfuls of his hair. "Oh, Ben!"

Something stirred within Ben. A sort of primal urge was rising within him. He started kissing and licking the spot on Mila Rose's body that he had bitten. His arms started moving their way down to her firm derriere. Mila Rose gave a surprised but certainly not unhappy gasp when she felt her bottom being groped and that gasp became a full-out moan when Ben gave her backside a nice little squeeze. She started grabbing fistfuls of his hair as her eyes closed in pleasure. Ben was certainly a fast learner and she was loving every moment of it. Mila Rose decided to step her game up even more so. Smiling, she grabbed one of Ben's hands and guided it to her breast. Despite all the things they were already doing, this was not what Ben had been expecting. He nearly flipped out right then and there.

"It's alright, Ben," she told him. "Touch me."

Ben could feel his libido building up. This was all happening way too fast. Mila Rose said she'd stop before they went too far but what did she consider too far? Part of him really felt they needed to stop right now but part of him couldn't resist wanting to feel more of her. His resistance slipping away yet again, he gently cupped her breast, causing her to coo.

"Like that, Ben," she whispered, urging him on.

But just at that moment, Ben thought he heard the sound of a twig snapping. Fearing that they had been spotted by someone, especially the Yautja, he spun to see what had happened. But in his startled state, he accidentally grabbed Mila Rose's breast a little too hard.

"Aaaah!" Mila Rose cried from the sudden pain. She pulled herself from Ben, clutching her now hurting breast.

Ben, after seeing no one present, turned his head to see what was wrong. "Mila Rose! What happened?"

"You squeezed me too hard," she said, a little angry from the pain. Ben was shocked that he had done this.

"I'm sorry," he apologized. "I thought I heard something."

"I know, I know," Mila Rose said, gently massaging her breast to ease the pain. "Still hurts though."

Now wracked with guilt, Ben tried to think of someway to make her feel better. An idea came to him and despite kicking himself over what he had in mind, Ben went through with it. "Let me."

"What?"

Instead of answering her question, Ben reached out and ever so gently cupped her breast again. Mila Rose winced a little at the contact but that all changed when Ben gently started massaging it. Gently and slowly, he went. The pain starting to fade away. And soon the pain was replaced by complete pleasure.

Ben could not believe himself and what he was doing. He felt guilty about it but he couldn't deny that he was enjoying it as well. He continued massaging the mammary when Mila Rose suddenly grabbed his hand.

"Stop," she said. Ben feared he had screwed up again.

"Sorry."

"No, it's just," And here Mila Rose licked her lips. "If you continue doing that I'm not gonna be able to control myself."

Ben felt his mouth go dry at her words.

"We should probably stop now," Mila Rose, albeit reluctantly. "The more we do this the more I won't be able to control myself." She smiled at him. And this time it was a sweet, loving smile instead of one those predatory ones she had been giving him all this time. "I am sorry if I made uncomfortable but I really, really do enjoy doing these intimate things with you, Ben. I know you're probably sick of hearing this but: I love you."

Ben felt his heart stirring at her words. It wasn't just her though. His mind went to Tia, Nelliel, Sung-Sun, Apacci. These girls. And how wonderful they each were to him. He still couldn't quite say that he loved them yet but he wasn't minding the thought of it.

Then she smiled again. "You know, Ben. You probably could've just used NRG or Heatblast to warm your clothes."

Ben's jaw dropped. "And you didn't tell me this because..."

"Miss getting to do _this_?" she asked, leaning into him with a purr. "Absolutely not."

* * *

><p>But unknown to the two of them, they were being watched. The Yaujta had found them. It wasn't hard. Even with it's tracking equipment, the boy made more than enough noise for even a youngling to hear him. It would have been easy to end the boy right then and there. He was completely distracted and unprepared. A single shot would have ended him. But no. Right now the boy was having an intimate moment with his mate. Mostly likely about to experience intercourse. The Yautja decided it would withdraw, for now. It would not interrupt its prey whilst it was in the middle of lovemaking. While its kind debated whether or not this was truly dishonorable or not, this particular hunter believed so. Let the boy have one last moment with his mate. And then the hunt would begin.<p>

**End of Part 1**

**Well, everyone. Here's part 1. I hope you enjoyed me bringing the Yautja or Predator into the story. You'll have to forgive me, though. I've only seen parts of the Predator movies so my main sources are internet sites and help from my friends. Special thanks goes out to Sallem Cortez, Pyromania101, and Kamen Rider Chrome. Pyromania and KRC were the ones who helped out with the make out skinny dipping scene. I originally thought it was a bit much but KRC pointed out that it shows how much the girls really feel about Ben. I don't think I'll do any actual lemon scenes but I think I might be able to stick to stuff like this at least.**

**There's also something else I want to say. I'm planning on making an alternate version of Bleach: Ultimate Alien. In the AV (Alternate Version though I think you guys could probably tell) the Bleach universe and the Ben 10 universe are going to be separate from each other. Here, Ben has to go to Bleach universe after Paradox reveals Eon has teamed up with Aizen and his Arrancar. The timeline in the Bleach verse will be during the Arrancar arc with Ben being taken to Karakura Town instead of Hueco Mundo and Soul Society. Ben himself looks how he does in Ultimate Alien but he has his new Omnitrix so expect to see plenty of Ben's Omniverse aliens in this story such Feedback, Gravattack, Bloxx, Kickin' Hawk, and much more. Also, Harribel will remain Ben's love interest (and her alone) though this time I'll make sure the relationship develops at a more realistic pace.**

**Here's something else. One reviewer of mine, Yugao702, asked me if I could write an AU where Ben was sent to Soul Society instead of Hueco Mundo. They were curious to see Ben with one of the Shinigami as his love interest instead of the Arrancar girls. I did intend to do so, but now I'm really deep into the AU I'm working on right now. But, that doesn't mean I wouldn't mind seeing other people write it. If anyone is interested in making their own Bleach/Ben 10 crossover where Ben goes to Soul Society instead of Hueco Mundo or Karakura Town, they are more than welcome to. Just let me know in advance because like I said, I wouldn't mind reading it.**


	13. The Lion Sleeps Tonight part 2

**Disclaimer: Ben 10 and Bleach do not belong to me**

**The Lion Sleeps Tonight…On Top of Me! Part 2**

**Meanwhile, Back on Earth: Karakura Town**

Orihime smiled as she read the latest e-mail she'd received from Ulquiorra. The first time he'd e-mailed her, it was simply a test message to help him get used to using a computer and the internet. As there wasn't much need for modern technology in Hueco Mundo, the Arrancar found himself unfamiliar with many common appliances, especially the computer. Fortunately, he was a quick learner and learned how to use a computer from reading a manual.

Despite the way he'd treated her while he'd been assigned to take care of her under Aizen's orders, Orihime could never bring herself to hate Ulquiorra. In fact, she had never shown much hatred towards anyone, to be honest. It just wasn't in her nature.

Anyway, things in Karakura Town had been pretty quiet since Aizen's defeat and death. Only lesser Hollows made their appearance but they were easily dealt with. Ichigo and Uryu still maintained a fierce rivalry but she knew they were friends even if neither were willing to admit it out loud.

From the e-mails she'd gotten, she'd learnt that Ulquiorra managed to get a job as a private detective. When she'd read it, her mind had wandered off towards a fantasy of him in a coat and fedora while she was dressed the same, but in a coat made for women. The scene was black and white and they were standing at a dock for some reason.

Orihime shook her head. Tatsuki had told her she had a problem with always falling into a daydream in the most unexpected and inappropriate times. She was getting better at not drifting into a daydream, but she couldn't help it! She had an active imagination for goodness sakes.

As for Orihime's feelings, they were slightly confusing. She liked Ichigo, she did, but she couldn't help but have some feelings for the pale-skinned, dark-haired and green-haired Arrancar. She also couldn't help but think of the brown-haired young man whom she'd met months ago, a certain Ben Tennyson. She considered him a good friend and she really missed seeing him, but not as much as Ulquiorra.

Now, there was a reason most of Japan had not heard of Ben Tennyson or his exploits. The Japanese government had decided to block all access to information on Ben Tennyson to their citizens. She didn't understand why they would do that, but maybe they just didn't want panic to be caused. There were some people who could not get over the events of World War II and the government feared that news of a young American with the power to become an assortment of aliens with a variety of powers would cause a panic.

She had asked Ulquiorra for information on Ben. It wasn't easy at first but he was able to provide her with information and what she learnt had amazed her. Ben really was an honest to goodness superhero! Just like in the anime and manga! All the things he did, saving lives and fighting crime. It was incredible that the government was able to cover him up. And here Orihime felt sad for Ben. He just wanted to help others but Ulquiorra told her about a man named Harangue who enjoyed slandering him whenever he got the chance. Ben reminded her so much of Ichigo; both rushing to the aide of those who needed it. If only there was a way she could get in contact with him just like she did Ulquiorra. Unfortunately, she just couldn't afford a plane ticket to Bellwood. Despite saving, she only had enough for her own necessities and taking a trip overseas would deplete her funds. Her relatives would tell her it was a waste of money.

Maybe she should try the lottery. Who knows? Maybe luck could be on her side.

**Meanwhile...on another planet...**

Ben wasn't sure when he had fallen asleep but he could feel himself slowly stirring from slumber. Well, at least it was a good nap. But the floor was kind of cold.

Wait, floor?

Ben opened his eyes and found that he had fallen asleep inside of a cave. Still wondering why the ground of the cave felt cold, he looked down to see that he wasn't wearing his shirt…and there was a pair of hands on his chest! Mila Rose's hands! He flushed when he also realized that he could feel her body pressing up against his back, her bushy hair giving his back pleasant tingles, her gentle breath tickling his shoulder. And, from what he could feel, she was only in her underwear.

Feeling her against him like this caused Ben to remember what happened earlier. Not only had he skinny dipped with Mila Rose, he had marked her, groped her, and fondled her. Ben couldn't believe that he had actually went and done all those things. He had never gone so far with even Julie! Part of him felt guilty but part of him wanted to point out that since Mila Rose wanted it (and initiated everything) then it was alright. His thoughts came to a halt when he felt Mila Rose's lips planting kisses on his neck.

"Finally awake?" Mila Rose whispered in his ear before resuming her kisses alongside running her hands along his chest.

Ben groaned. As much he enjoyed what she was doing to him, there was no time for goofing around. There was a Yautja on the loose and they had to stop him.

"Come on, Mila Rose," he said, having to fight back a moan as she started sucking his earlobe. "We need to get up."

"Can't we stay like this a little longer?" Mila Rose teased.

Ben sighed. It was tempting, but they were on a mission. "No. We need to get that Yautja."

Mila Rose sighed as well. She wanted to enjoy her time with Ben but she knew he was right. They needed to stop this alien hunter before he went after any of the other warriors. She pulled herself off of him but not before giving him a little nip in the neck, causing him to slightly jump. She laughed as she pulled away. Ben looked around for his shirt and hoodie and saw them lying in a heap nearby. At least he had kept his pants on.

"So…what happened exactly?" Ben asked Mila Rose as he went to get his stuff.

Mila Rose looked shocked. "You don't remember?! Ben, how could you?!"

Ben looked back at her. "What? What happened? What did I do?"

Mila Rose sighed longingly. "Oh, Ben, after that wonderful night, you don't remember?" She held herself. "I'll never forget how _passionate _you were. Who knew you liked it rough?" Unfortunately she was unable to contain herself at the look of sheer horror on Ben's face and burst out laughing. "Ben, you are just too easy!"

Ben scowled when he realized that Mila Rose had been messing with him. "Not funny."

"It's hilarious," Mila Rose said as she went over to her own pile of clothes. As she put her pants on, she looked over at the teeth marks on her shoulder. "This will probably take a week or two before fading. Who knows? It might even leave a scar."

Ben flinched as he looked over at his own bite marks.

"It's only my gigai, though; Doesn't affect my real body," Mila Rose said. "Although…I do like having your mark on me."

Ben gulped. Even after all they had done yesterday, her actions still made him so nervous. Ben never thought he could be so daring as to mark Mila Rose with a bite. Was it hormones or the heat of the moment that made him do it? Whatever it was, there was no way he could erase that moment from his mind. They had made out, _naked_, and he'd enjoyed it.

He just hoped his mother or Kevin never found out. His mother would kill him and Kevin would just tease him about him. He wasn't sure about his dad though. His dad might look upset to save face with his mother but might be proud deep down.

The farthest he ever went with a girl was first base. This was like second base, close to third base.

Still, as much as he enjoyed the moment, he knew it couldn't go beyond that…yet. Right now, his primary focus was on finding the Yautja and stopping it.

Mila Rose smiled as she got fully dressed. Then she got serious. It was time for the hunt and she would not allow some alien bastard get the best of Harribel-sama's Fraccion.

"What's the plan, Ben?" she asked, all manner of teasing completely gone.

"We need to track down the Yaujta," Ben said. "I'm going to use Wildmutt. He might the best suited for this environment."

"Will you be able to track this guy while he's invisible?"

"Don't know," Ben admitted. "I've never used Wildmutt against an invisible opponent before. But since Wildmutt doesn't even _have _eyes, he should be able to sense him."

"Emphasis on _should_," Mila Rose added dryly. "How should I communicate with you? Wildmutt can't talk."

"Maybe not, but Ultimate Wildmutt can," Ben said.

Mila Rose gave him a "Seriously?" look. "Then why didn't you do that earlier?"

Ben paused when she asked that. Why _didn't _he do that earlier? "I…wasn't thinking?"

Mila Rose crossed her arms. "That was obvious." She sighed dramatically. "You're lucky you're cute." She smirked when she saw him frown at her. "Just kidding."

Ben shook his head. "Anyway, we're gonna be stalking him while he'll be stalking us."

"Maybe we should set a trap," Mila Rose suggested. "Draw him in and get the drop on him. You know…out-hunt the hunter?" She then smirked again. "Or I could just ditch this gigai and take care of him."

Ben tapped his chin.

"Come on, Ben," Mila Rose said. "I'd have full access to all my powers and I highly doubt this guy could detect me. I could find him easily using my Pesquisa, track him down, and easily subdue him."

Ben had to admit it was a good plan. Short and simple. And probably pretty easy. Mila Rose may not have been an Espada but he knew she was far from a pushover.

"Alright," he finally conceded. "Go for it!"

Mila Rose smirked. She reached into her pocket and pulled something out of it. It looked like a medallion with a skull on it. Mila Rose pressed it against her head and suddenly her spiritual body shot out of her gigai. She quickly caught it as it started to fall and placed it on the ground. She started stretching.

"Sometimes that thing feels like it locks your joints," she said.

Ben couldn't help but admire his…girlfriend's body as she stretched. But his admiration was snapped when he noticed something. "Hey. Did you get taller?"

Mila Rose rolled her eyes. "That stupid gigai stunted my height. The wacko with the hat must've done it for some amusement or something. Personally, I'm a little annoyed you didn't spot it earlier."

Ben scratched the back of his head. "Well, you have, that is…" He pinched the bridge of his nose. "Look, let's just focus on stopping this guy, okay?"

Mila Rose laughed. "Ben, you are way too easy to mess with." Then she became serious again. "I'm gonna activate my pesquisa now. He should still be in the general area, right?"

"He should be if he's eager to hunt me down," Ben figured.

Mila Rose began concentrating to detect the hunter's reiatsu. Her eyes narrowed. She was detecting one nearby. Very close in fact. And it practically reeked of bloodlust. That had to be the one.

"He's close," she informed Ben. "Not far from here. I'll draw his attention and get him away. That should give you time to go hero and help get the drop on him."

Ben raised a brow. "I thought you wanted to take him by yourself."

Mila Rose shrugged. "You're the hero after all. I'd feel bad if I ruined your reputation."

Ben rolled his eyes. "You're too kind."

Mila Rose just grinned. Then she decided on one little coy action. Before Ben could reach she had her arms wrapped around him and her lips pressed against his. Ben didn't have time to react when Mila Rose pulled away.

"For luck," she said before walking towards the cave's entrance.

"These girls are gonna be the death of me," Ben mumbled to himself.

* * *

><p>At first Mila Rose was about to leave the cave stealthily when she realized that she wasn't in her gigai. There was no way she could seen by this guy. She assumed it was a guy. Max hadn't told them if female Yautja hunted as well. But then a thought occurred to her. If there existed alien Hollows and alien Shinigami…was there a chance of aliens who were at least spiritually aware? Mila Rose wanted to hit herself upside the head. Why hadn't she thought of that? She shook her head. What was she doing? She was one of Harribel-sama's Fraccion. And she was not going to back down from this.<p>

"Alright, Yautja. Let's see how good you really are."

Mila Rose began focusing energy around her fist, preparing a Bala. Once she got a lock on his location, she fired to the left of her. She made sure the Bala wouldn't hit him directly but the blast radius would catch him off-guard and leave him vulnerable. Almost immediately after she fired the Bala an explosion erupted from the direction she had shot at. Must've hit a tree or something. She used Sonido to shoot toward the spot, sensing out for the Yautja's reiatsu. She sensed something lying a little to the right of her. She drew her sword and slashed. She didn't put too much effort into it in case she wound up cutting the guy in half. She didn't mind it, but she had a feeling Ben wouldn't be happy. She made to slash but only wound up hitting thin air. She could hear rustling on the ground, indicating that the Yautja had rolled out of the way. She had to give this creep credit. But he was probably disoriented and confused, being attacked by a being he couldn't see. Though to be fair, since she could only sense him, she wasn't sure what he might be doing. She sheathed her blade. Better just stick to hand-to-hand. She didn't want to try and explain to Ben how she accidentally cut off a body part or two. She struck out with a punch. She hit the hunter in what she assumed was his chest and she also felt armor.

She could hear her adversary falling and the rustling of the plants indicated she had knocked him down and he was getting back up. She needed to find a way to get rid of whatever was keeping him invisible. She heard a sound coming from the hunter's direction. It sounded like…energy building!

Mila Rose used Sonido and quickly moved out of the way just in time to dodge some kind of energy blast.

"Great," she grumbled to herself. "It's not bad enough the guy's got spears, blades, and throwing disks. He's got to have energy weapons too."

The rustling and her senses told her that the hunter was on the move. Once he realized that he was being attacked by something _he _couldn't see, it was time to bail out. Mila Rose felt pretty smug. Take away this jerk's advantage and even with all those weapons, he was a sad little coward. Maybe Ben really didn't need to get involved. The Yautja was making a break for it but she could easily catch up to him with her Sonido. She was in a playful mood so she was going to let him have a bit of a head start before pursuing him. Though she had to admit, he was moving pretty swift for someone without spiritual powers.

"You can run," she said as she followed at a steady pace, "But you can't hide."

The Yautja on the other hand scrambled through the settings on his, for it was indeed a male, bio-mask. He was being attacked by someone or something he couldn't see. The being had access to weaponry that rivaled or surpassed its own. He was not aware that Ben Tennyson had allies. Or was this being here on this planet for another reason? He decided that he would need to study this new prey in order to act accordingly.

Mila Rose continued following the Yautja, using a mild Sonido so as to not lose track of it.

"Not so fun when _you're _the one being hunted, huh?" she taunted even though she doubted he heard her.

Just then the ground caved in from under her. Mila Rose discovered that she had fallen into some kind of pit trap. Hearing a sound above her, she looked up to see a large spike made out of a fallen tree coming down at her. Using her quick speed, she managed to draw her sword and cleaved the spike in two.

A trap. The creature had set a trap and she walked right into it.

"Must've set it when Ben and I were having our little…moment," Mila Rose narrowed her eyes. "So…I underestimated you." She looked around the jungle. "Why do I have nasty feeling that there are more traps around here?" She looked back. "Ben, where are you?"

Hearing movement, Mila Rose was alert. She wasn't sure if the hunter's weapons could hurt her, but she _was _sure to take this guy more seriously. She quickly hid among the trees for cover, sensing him with her Pesquisa. That was the one advantage she had over him.

By now the Yautja was both intrigued and frustrated. He scanned various wavelengths to find his attacker but was unsuccessful. Ultraviolet, thermal, electromagnetic, nothing succeeded so far. Then he came to one last setting. But this couldn't be. It was impossible to think. Through the stories of his clan, this hunter had been told of creatures. Masked creatures believed to be evil spirits. Only a select few were gifted enough to see these monsters, but after much effort, the gifted ones had managed to create technology capable of sensing these masked beasts. Could it be? The hunter set his scanner to this last setting…and he could spot it. It had a vague, human shaped outline. Almost like…the human female that was with Tennyson! Was it possible? Were the masked ones capable of assuming the forms of other species? Such questions did not matter. Long had his clan dreamed of hunting the masked beasts and now, he had the opportunity to face one alongside the wielder of the Ultimatrix. Wonderful.

But the hunter knew he had to be careful. The masked ones were said to possess extraordinary powers. To engage one in straight combat would be suicidal and it seemed the masked one was able to detect him. Very well. It would have to be a matter of who was the more cunning. Fortunately, the hunter's people had been handed down weapons that were crafted to fight the masked beasts on the slight chance that they would encounter one.

Mila Rose was getting anxious as she decided to tread carefully through the foliage. There could be a trap anywhere and she was not in the mood to set off anymore.

But she didn't need to worry about that when she heard something fire at her. She used Sonido just in time to dodge a spear-tip like weapon. The weapon itself had been lodged in a tree right where she had been standing.

_He can see me! _Mila Rose realized. That had to be it. It was too much of a coincidence. So in shock was she that she didn't sense the hunter come at her. The next thing she knew, there was a searing pain in her side. She cried out and looked to see a nasty gash. She looked up and see blood…her blood, dripping down what she could vaguely make out as a blade. Her eyes widened when she realized this. The creature couldn't just see her. He could hurt her! The blades, as there appeared be two of them, came at her. She quickly blocked with her own sword. She could see energy building up and realized the hunter was trying to shoot her again.

She quickly rolled out of the way and struck out with her leg again. The hunter was caught off guard by her attack and was knocked to the ground. She quickly snatched up some dirt from the ground and flung it to the spot the creature fell. The dirt showed some of the creature's outline, allowing her to see it somewhat. She swung her sword down to finish him but the Yautja had time to pull out some kind of staff-like weapon that blocked her blade. Her opponent used its fighting skills to parry her and quickly moved. The creature had great skill with its weapon, Mila Rose had to admit as she found herself on the defensive. Honestly, why was taking Ben so long? Had they gone farther from the cave than she had anticipated?

Her thoughts got derailed as the Yautja charged forward. Mila Rose had been unprepared for this and the creature knocked her to the ground. Oh this was getting ridiculous. Despite this guy being able to see and hurt her did not mean that she had suddenly become a pushover. She hadn't even gone into her released state for crying out loud! Time to end this, with or without Ben.

But just then the hunter managed to slash her with one of the blades at the tip of its staff. She glared angrily. How were his weapons capable of cutting through her hierro? Did his species hunt _Hollows _too?! Once they were done with this adventure, she would have to tell Harribel-sama and the others about this.

Suddenly Mila Rose felt something wrong with her body. She was starting to go numb, losing feeling in her body. What had…? Then she saw. There was something coating the blade on the staff's tip. Some kind of paralyzer? Poison? And it could affect her! This was bad. Very bad! She had been overconfident and now she was about to pay the price. She needed to release! She wasn't sure if using her Resurrecion would remove poisons or whatever she had in her, but it was better than laying around and dying. But she was finding it harder to move or even talk.

And then, in a shimmer, the creature made itself known to her. Probably given her the _honor _of what was about to end her life. It was humanoid and muscular, and quite tall. Though Nnoitra and Yammy were still taller. It had dark, reptilian-like skin and long dreadlock-type hair. Its face was covered with some kind of mask and Mila Rose could make out various weapons on its body such as a shoulder cannon. Now she knew where its energy attacks came from. Her foe raised its staff, ready to run her through.

_Ben! s_he screamed in her head._ Where the hell are you?!_

As if in response, a roar like thunder suddenly boomed through the jungle. The Yautja looked up just in time to be tackled by a red blur of fur. Mila Rose struggled to remain conscious as she looked to see her rescuer. The creature looked a lot like Wildmutt but with red fur and several white overlapping spikes that resembled a shark's fin as they ran down its back. It also had a long tail with a spike at the tip of it similar to a scorpion's.

"Sorry I'm late," the creature growled. "But you won't believe how strong this guy's sense of smell is."

"B…Ben?" Mila Rose struggled to get the words out.

"Don't worry, Mila Rose! Say hello to Ultimate Wildmutt!" The evolved Vulpimancer faced his opponent. "You should really take a shower, buddy. I can smell your stench for miles!"

The Yautja made a guttural sound as it used its legs to kick Ultimate Wildmutt off of him. He then pulled a bladed disk like the one from before and threw it at his prey. Ultimate Wildmutt leaped into the air as the blade flew towards him. The blade spun around and flew back to its owner like a boomerang.

"Nice toy," Ultimate Wildmutt said as he landed back on the ground.

The Yautja raised his right hand and blades popped out of his gauntlet. It charged forward and swung. Ultimate Wildmutt countered with a slash of its claws. Their attacks collided, creating sparks. Ultimate Wildmutt lashed out, the Yautja taking a step back to avoid the deadly slash. He then aimed his shoulder gun, charging up energy. Ultimate Wildmutt quickly moved to the side as an energy shot past him. He felt some of his fur scorch as the blast had skimmed him. Taking the initiative, Ultimate Wildmutt pounced again. But this time the hunter was ready and delivered a powerful punch to Ultimate Wildmutt's jaw, knocking him to the side. Mila Rose tried to scream out for her beloved but her mouth was also starting to become numb. She was furious with herself. She needed to go into her released state. That HAD to heal her! She was not going to die! Not here! Not now!

The hunter then readied his staff to finish Ben off. But the hero wasn't going down so easily. He lashed out with his spiked tail, the hunter being forced to blocked. This was all the chance Ultimate Wildmutt needed to pounce again. The Yautja was pinned down, using his staff to keep Ultimate Wildmutt from chomping into him with his sharp teeth. The hunter readied his shoulder gun again, ready to fire. Ultimate Wildmutt knew that a point-blank shot like that would kill him. He quickly got off to avoid the blast. The Yautja got to his feet and pulled out some sort of gun-like weapon from its hip. Ultimate Wildmutt had no time to dodge as a net fired from the weapon. Ultimate Wildmutt found himself pinned to a nearby tree, howling in pain as the net proved to be razor sharp as it was digging into his fur. He furiously tried to pull the net off, struggling against the pain as the net's wires dug into him. The Yautja started approaching him, his wrist blades raised to gut him through.

"Buh! Mila Rose tried to cry through her numb mouth.

Just as the Yautja was about to run Ben through, the Ultimatrix started beeping.

"_Unknown life form detected."_ Ben's voice came from the Ultimatrix._ "Begin scanning now!_"

The Ultimatrix symbol on Ultimate Wildmutt turned yellow as it shot a beam of yellow light at the Yautja. The hunter froze as he didn't feel the beam do any form of damage to it as it performed its sweep, scanning him.

"_Scan complete. New DNA acquired._"

Despite the intense pain as he moved his paw through the net, Ultimate Wildmutt tapped the Omnitrix symbol and his body was engulfed in a flash of green light.

"_Predator!_" A deep, bestial voice yelled once the light passed. Or at least it would have, but all Mila Rose could hear was a strange snarling (or maybe clicking) sound.

The Yautja took a step back while Mila Rose stared with what consciousness she had left. Ben had turned into a Yautja. His armor was a green tint compared to the one he was facing and the Ultimatrix symbol was on his chest. His body was covered in this armor with the same exact weapons, including the mask. With a mighty yell, Predator managed to break away from the net confining him and went over to Mila Rose. The actual Yautja did nothing. It simply stood there, watching.

"Don't worry, Mila Rose," Predator said to her. Unfortunately, she couldn't understand him. He began to check his inventory to figure out how to help her. He wasn't sure what was going on. Maybe some sort of instinct of these Yautja's. He eventually pulled something that the part of his Yautja side recognized. A kit of some sort. When he opened it, he recognized objects that he assumed were first aid items. "What did he do to you?" Again, there was a language barrier, but from what she had seen, Mila Rose could correctly interpret what he said.

"Injef fe wfh smth," Mila Rose mumbled to get out.

"He…injected you with something?" Predator guessed. Mila Rose nodded, not knowing what he said but taking a shot in the dark. Looking through the kit, Predator found a syringe filled with some kind of liquid. Hoping against hope that it was some kind of healing shot, he poked the syringe into Mila Rose's skin and injected the liquid into her. Mila Rose gasped as she felt the liquid go into her.

_(You have done well.)_

Predator spun around to face the hunter, who was looking at him.

_(You have only just obtained that form and already you realized your medi-kit. Well done, Ben Tennyson. The stories about you appear to be true.)_

The Yautja was speaking in his native tongue, which sounded like growls and clicking noises, but Ben, now Predator, could understand them like perfect English. Wait? Why hadn't the translator on his Ultimatrix kicked in. And why had it taken so long for it to scan the Yautja of his DNA?

_(It is an honor that _I_ would be the one to provide you with the form of my kind. You truly are the ultimate prey.)_

Predator's eyes narrowed. _(This ends here, Yautja. Your days of hunting the tribesmen of these people are over!)_

_(Yes. I had not anticipated that you would be here. Nor that you would obtain my kind's form. I look forward to this eagerly.)_

With that, the hunter began shedding off his armor and weaponry. Predator was uncertain what his opponent was doing. Soon, all but the hunter's mask remained. He reached up and pulled if off, revealing a snarling, scaly face with four insect-like mandibles around its mouth with no visible nose.

"Whoa," Mila Rose said, the feeling coming back at a surprisingly fast rate. "You are…one ugly mother…"

"Mila Rose!" Predator snapped before she could finish. Again, all that came out was some kind of roar.

Once the Yautja dropped his mask, the hunter tensed his body.

Predator somehow understood. The Yautja wanted to fight him unarmed in hand to hand combat. Predator debated. The hunter had left himself wide open. Ben just needed to use any of his weapons to probably end this guy. Despite this guy's apparent honor code, he certainly didn't deserve it. All those tribesmen he slaughtered, all those tribeswomen who would never see their husbands again. All those children who would never get to see their fathers. But there was a nagging thought that had been on Ben's mind for some time. He might as well find out.

_(Did you have the chance to kill me when I was alone with Mila Rose?)_

_(Your mate?) _The Yautja asked. _(Yes. I did.)_

_(Why didn't you?) _Predator asked.

_(What honor would there be?) _Was the reply.

Predator did not comment on the mate part. This Yautja had done terrible things…but Predator wouldn't be alive right now if the hunter had not chosen to fight fairly. Predator decided that if this creature was going to fight with honor…then so would he. Predator began to shed his armor and weapons as well before taking off his own mask. Mila Rose, now starting to get the feeling back, was a bit unnerved seeing Ben with the same face as the Yautja. But then she looked into Predator's eyes and she saw they were the same beautiful green as his human ones. Seeing them gave her comfort.

Predator then assumed a fighting stance against his foe. (_Let's dance!)_

The Hunter and Predator lunged at each other. Predator lashed out with a punch that the hunter blocked, then proceeded with a kick of his own. The blow connected to Predator's abdomen, causing him to stumble back in pain. The hunter followed up with his own punch but Predator moved to the side, his arms raised. He had done some hand-to-hand training before. Gwen taught him martial arts, Kevin taught him some street brawling, and of course his training with Harribel. Not to mention all the experience he had with aliens like Rath and Four Arms.

Remembering the moves Kevin taught him, Predator went in fast, catching the hunter off-guard with a punch and following up with another one. He shot forward with a third punch but this time his opponent was prepared. The Yautja grabbed his arm and proceeded to flip him over, slamming Predator on the ground. Predator shook the stars from his eyes when he saw his opponent go for the next move. Then Ben remembered one of the teachings of martial arts: using your opponent's weight against them.

Grabbing the hunter by his arm now, Predator sent him tumbling to the ground. He saw his chance and leaped upon his foe, the two of them wrestling on the ground. Predator punched his foe in the face, a sickening crack meant that he had cracked either the creep's jaw or at least one of his mandibles. Judging from how the lower right mandible was now hanging at an odd angle, it was definitely the mandible. The Yautja grabbed Predator and retaliated with his own punch, the blow knocking Predator off him. Predator got up only in time for the Yautja to backhand him. The blow was strong enough to knock Predator off his feet and sprawling to the ground again.

Predator tried to get up but his opponent did not give him the chance. The hunter proceeded with a kick to Predator's stomach as he tried getting up, knocking him back. He grabbed Predator and hoisted him up by his shoulders. But unknown to him, Predator had grabbed some dirt from the ground as he was being picked up and smeared the dirt into his opponent's eyes. As the hunter struggled to get the dirt out of his eyes, Predator swung with his left fist. It connected! Then he jabbed with his right. He went for another one but his opponent blocked and threw him against a tree. Predator grunted as he made impact.

"Look out!" Mila Rose cried.

Predator rolled out of the way as the Yautja tried to attack him again, tearing a decent chunk out of the tree with his attack. Predator unleashed a roundhouse kick, knocking his opponent back into another tree. He went to follow up but the hunter rolled out of the way in time, quickly getting back on his feet. He looked impressed at Predator. Predator tensed up. He didn't know how much longer he would last and he needed to end this fight now. He looked over at Mila Rose. She almost paid the price for his wasting time. He wouldn't let that happen again.

_(Come and get me!) _He charged further into the jungle, amazed by the speed and agility this new form granted him. He could hear rustling nearby, which meant his opponent was following him. Good. All he needed to do was find some place to make his stand. But for now, he would just have to keep running.

But since he hadn't been paying attention, Predator missed a root that stuck out of the ground. He wound up tripping over it, sending him tumbling along the ground. He didn't have to time to think, all he could do was just keep rolling and rolling. The shift in the ground indicated that he was suddenly going down hill. But he was too busy tumbling to actually notice that. When he finally came to a stop, he wobbled to his feet, stumbling comically as he tried to get his balance back. And it would be a lot easier if the world would just quit spinning. Shaking his head furiously, Predator tried to get a bearing on where he was. He didn't know how long it would take that Yautja to catch up to him and he did not want to get caught unaware. He turned his head and bumped into something soft. Staggering back a moment, Predator shook his head, his vision finally starting to make some sense. He looked to see what he had bumped into…and he immediately felt sick to his stomach.

Before him was a body. It was hanging upside down…completely skinned. And there were more. All hanging from the trees like skinned animals. Predator turned to see a cave of some sort. It wasn't very large and was filled with a collection of stuff. Trying to fight the nausea that was filling him, Predator made his way to the cave. He saw spears, knives, and other items that looked vaguely familiar. It took him a moment to realize that these items matched the ones he had seen in the tribes. Predator looked over at the hanging bodies. The tribesmen! _This _is what the Yautja had done to them?! He remembered what his grandfather had told him but seeing it with his own eyes was something else. His mind went back to all those women, all those children waiting! The husband and fathers who would never come home. Never get to see their families again. The sickness he was previously feeling was gone, and in its place was a burning rage!

_(Where are you?!)_ Predator roared to the jungle. He…was going to tear this hunter limb from limb! He leaped into the trees waiting. He didn't need to wait long when the Yautja made his way back to the cave, apparently having figured out that Predator had made his way here, and probably from his yell. With a roar like a beast, Predator pounced down upon his enemy, but the Yautja saw him coming and threw him to the ground. The impact caused a few of the warriors' spears to fall to the ground. Predator tried to get up when his opponent pinned him down and grabbed him by the throat. Predator tried to remove the tightening restrictions on his throat, but the Yautja proved too strong for him. He had to get this creep off of him. Predator could not allow him to kill anymore warriors, anymore people this way. The tribespeople...Mila Rose! He wouldn't let that happen! In a moment of desperation, he reached out to the closest thing and grabbed it before hitting the Yautja Hunter with it.

The Yautja's grip slackened and it collapsed on top of Predator. What Predator had hit it with happened to be a spearhead, one which was carved by the natives, and Predator had just pierced the Yautja through the skull with it.

The rage was fading now and Predator was left with the consequences of what he had done. He had killed someone in the heat of battle. The alien's green blood dripped from the wound. With a quick heave, Predator pushed his deceased foe off and stumbled back, trying to avoid the hanging bodies. Predator clutched his head, unable to believe what he had done. Sure, he had been prepared to kill enemies in the past…as a last resort or if only absolutely necessary. He hadn't meant to…it was like instinct. He hadn't even known the thing he grabbed was a spearhead. Predator shook his head furiously. He needed to get a grip.

"Ben! Ben!"

Ben, who was engulfed in a flash of green light, turned his now normal head to see Mila Rose running towards him.

"Ben, wha…" She froze when she saw the hanging bodies of the tribesman. Disgust and anger etched her face when she realized who they were. She then looked over at the dead body of the Yautja on the ground. She then looked over at Ben, who looked shaken but was trying his best to calm down.

"You killed him," she figured.

"Yeah," Ben said quietly, looking away from the dead body.

Mila Rose could understand why Ben was feeling upset. She went over and hugged him. "It's alright, Ben. There was nothing you could have done."

"There should have been," Ben said grimly. "But…part of me wonders if there_ could_ have been a way."

Mila Rose just held Ben in her arms, letting him know that she was there for him when he needed her. "Come on, Ben. Let's get back to the village."

"Wait," Ben said as he looked over at the bodies of the tribesmen. "Let's give them a proper burial. They deserve it."

Mila Rose nodded. She helped cut the warriors down and Armodrillo created graves for each of them. The Yautja…Ben was tempted to bury him and forget about the whole ordeal. But he knew that tribes had a right to know what had been hunting their warriors and he would allow them to do with the corpse as they pleased.

So Ben, as Four Arms, carried the Yautja's body as he and Mila Rose returned to the village. The natives came out to greet them. They froze when they saw the creature Four Arms was carrying.

"One of _them_," the Chief said as Four Arms put the body down on the ground. "Then…our warriors…"

Four Arms hung his head as he changed back to normal. "I'm sorry."

The wives of the warriors were grief stricken. Some held their children who had come with them. Ben felt the guilt flooding him as he looked upon the sad scene. Mila Rose, who was in her gigai, rubbed his arm soothingly.

But the tender moment was pierced by a scream from one of the tribeswomen. Ben and Mila Rose looked to see several Yautja suddenly materialize out of thin air. And then…a massive ship suddenly materialized in the center of the village. The Yautja were all unmasked, allowing Ben to see their sinister faces. The tribes-people stared at the Yautja, frozen in fear seeing more of them. The women hugged their children tightly. Ben's eyes narrowed and he raised the Ultimatrix, ready to activate it. "Alright…who's next?"

But instead of attacking like he thought they would, two of the Yautja approached their fallen comrade while a third gathered up his equipment that Ben had carried back. They headed towards the ship, where a walkway opened up. As they climbed inside, the others started going into it as well. The biggest of them, who Ben assumed was the leader, stayed behind. He looked at Ben, his eyes going back and forth between Ben's face and the Ultimatrix. He seemed to understand who his kin had gone up against. Ben waited, wondering if they were going to retaliate against what Ben had done. Instead this new Yautja approached Ben, who hand was still ready to activate the Ultimatrix. The creature unhooked something from its hip. It looked like a sheath with a sword inside. It handed the sword out to Ben. Confused, Ben lowered his arms. He looked at the sword and then back at the Yautja, trying to figure out what was going on.

"You have earned his respect," the chief explained to Ben. "He is giving you a gift as a sign of that respect."

Ben looked back at the Yautja and then back at the sword. Hesitantly, he reached out and grasped it. The Yautja gave a slight bow of its head and turned away, heading back towards the ship. Nobody said anything as the last one got onboard and the walkway sank back into its ship. Nobody said anything as the ship began to rise above the ground before its cloaking caused it to become invisible. And nobody said anything once they could hear the engines of the ship roar as it disappeared from the planet altogether.

"They're gone," Mila Rose said in relief. She was still annoyed that she had been made a fool of. Which reminded her, when she got home she had to tell the other Arrancar about this. They needed to know that there were aliens out there that could fight them.

Ben looked at the sword in his hands. "Let's go home, Mila Rose."

Mila Rose smiled. "Home. That sounds really good right now."

Ben looked at the chief. "I'm sorry I couldn't have done more."

The chief gave Ben a soft smile. "There was nothing you could have done, Ben Tennyson. But at least they are gone. For now."

Ben contemplated this. These Yautja were probably all over the galaxy, maybe the universe, hunting other species just because they wanted to find suitable prey. Well here was one prey who was going to fight back. "I'll be ready for them."

As Ben and Mila Rose flew home, Ben contacted his grandfather, telling him about what had happened and the sword he had been given.

"That's quite the honor, Ben," Grandpa Max said proudly. "Only those who truly earned the Yautja's respect receive a gift."

Ben looked at the sword. "It looks like medieval claymore," he noted.

"I wouldn't be surprised," Max said grimly. "The Yautja have been to Earth throughout time. Probably because we humans seem to like conflict so much. They're behind a lot of the demons and devil myths around the world."

Ben unsheathed the sword to study the blade. It was in good condition. Not a hint of rust. Probably sharp too but he wasn't going to test that. He got up from his chair, walked over to Mila Rose, and handed it to her. "Here."

Mila Rose blinked in surprise. "Ben?"

"You helped me against that Yautja, Mila Rose. You earned this."

"Me? I barely did anything. In fact, I probably wouldn't have died if you hadn't saved me."

Ben just smiled. "Take it."

Mila Rose huffed. Ben deserved that, not her. But she had a feeling there would be no point in arguing with him so she took the sword and examined it. It didn't look much different from her Zanpakuto. Some familiarity gave her comfort. Maybe she could use this while in her gigai. That would make fighting in it easier.

When the two arrived back on Earth, they were greeted by a little welcome party. Apparently Max decided to let Gwen, Kevin, and Ben's girls know he would be back. They noticed the new sword that Mila Rose was carrying but neither she nor Ben gave them any explanation. Right now, Ben just wanted to rest. Mila Rose informed Ulquiorra and Harribel about the Yautja and the fact that their weapons were capable of hurting Hollows. Both were less than thrilled about this unexpected news.

Ben mostly kept to himself, trying to take in all that had happened. He had met some vile aliens in his adventures but he had never seen what the Yautja did to their "prey". That night, Ben lay wide awake in his bed. Images of the skinned warriors and the dead hunter haunting his mind.

Just then there was a light knocking at his door. Rubbing his eyes, Ben sat up. "Come in?"

The door opened and Ben's face reddened to see Mila Rose enter, wearing only a bra and a pair of _very_ skimpy panties.

"Hey, Ben," Mila Rose said, no traces of any seductiveness on her face. Instead she was looking at him in concern.

"H-hey, Mila Rose," Ben mumbled. He had swam naked with her, seeing her in just her underwear should not have been that much of a shock.

Mila Rose went over to his bed. Ben's eyes widened as she sat on the edge of it. "Are you okay?"

Ben sighed. "It shows, huh?"

Suddenly Ben found himself embraced, with Mila Rose pressing her body against him. Ben thought this was another attempt to seduce him but her next words proved otherwise.

"It's okay, Ben. Remember, we're here for you. Me, Apacci, Sung-Sun, Harribel-sama. We're all here for you."

If Ben was in a right state of mind, he would've noticed how she left out Nelliel. But right now…he was enjoying the comfort of Mila Rose's embrace. He wrapped his own arms around her and buried his face in the crook of her neck. Mila Rose had to fight the pleasant feeling.

"Thank you, Mila Rose," he said. "I appreciate everything you girls do for me."

Mila Rose smiled, rubbing Ben's back soothingly. Then an idea popped into her head.

"You would like me to sleep with you tonight?" Ben pulled away from her so she quickly added, "I promise I won't pull anything."

Ben raised a brow. "Promise?"

Mila Rose nodded. "Promise."

Ben sighed. He knew he was going to have to explain to his mom tomorrow…but he did really need somebody close to him right now. "Okay." He scooted over. Mila Rose smiled as she climbed into bed with him, wrapping the covers around her. Once she was settled in, she snuggled closer to her beloved. Much to her surprise, Ben was the one who embraced her first. She looked at Ben with a smile.

"Looks like you enjoy having practically naked girls in bed with you, eh, Ben?"

Ben didn't say anything but his blush was so visible he practically glowed in the dark. Mila Rose smiled and gave him a peck on the cheek. "Goodnight, Ben." She closed her eyes and snuggled next to him.

Ben just stared at her for a moment before he gave a small smile. He gave her a soft peck on the lips. "Goodnight, Mila Rose." Then he closed his eyes and tried to get some sleep. Mila Rose stared at him in surprise before she smiled as well. She closed her eyes, allowing pleasant dreams to fill her mind.

**End of Chapter.**

**Well, everyone. Here is the latest chapter for Bleach: Ultimate Alien. I would like to thank Kamen Rider Chrome and Pyromania101 for their help in making this chapter. Thanks you guys! As you all know, summer is here for me so I don't need to worry about school getting in the way of my stories. Unfortunately, my job at Taco Bell is most likely going to see how many hours they can get out of me now. Sometimes I wonder why I even work at that place.**

**I watched the first two Predator movies to give me some more inspiration. I do accept that this isn't completely faithful to the Predator series so I apologize in advance for any Predator fans. I was not trying to insult any of you. In fact, I think the Predator series is pretty cool. Now I don't think the Yautja will make anymore future appearances in later chapters but if you guys want them to, I'll see what I can do. I'm pretty sure you guys are annoyed that Mila Rose was getting her butt kicked so easily here. The reason for that was because she was overconfident. She hadn't counted on her opponent being able to fight back, let alone hurt her. This left her vulnerable and could be taken by surprise. And let's face it, Harribel's Fraccion can be pretty overconfident most of the time. This will serve as a good lesson for her in the future.**

**I know some of you have felt that this is deriding away from the plot of the story. To be honest, this Volume doesn't really have much of a plot yet. I can't help it. I found most of the later episodes of Ultimate Alien to be very dull and I didn't see any point in making any chapters based off them till I get to the part that focuses on Dagon/Diagon, however you say the guy's name.. So, feel free for any suggestions to help the story going. Alright, the next date is with Apacci. I will do my best to make sure the chapter has plenty of action as well as romance.**

**Also, I would like to mention that I have posted the first few chapters to my alternate Bleach/Ben 10 story, Bleach: Omniverse. I won't go into all the details that explain how the stories are different, feel free to read them for yourself and it will be made clear. I hope you will enjoy Bleach: Omniverse as much as Bleach: Ultimae Alien.**

**I have already said this but from now on, I'm not going to tolerate any negative reviews. Constructive criticism is fine but flames and flat out insults are no longer going to be tolerated. This ESPECIALLY goes out to all those who think they can get away with cussing me out through anonymous reviews. I'm not taking crap anymore. Reviews like that are going to be dealt with.**

**I apologize for that sour note but I'm tired of being pushed around. I hope to see you all next chapter. Take care!**


	14. Ben 10 Versus the Ants

**Disclaimer: Bleach and Ben 10 do not belong to me. But maybe, if Ben 10 did, I might make him a much better hero than the current writers do.**

**I understand a lot of you guys have wanted to see some action. I understand, but my issue is that I suck at being original. I promise that I WILL bring more action into the story after this. There is still going to be romance, but I'll do my best that it doesn't deviate the plot anymore.**

**Special thanks to Pyromania101 and Kamen Rider Chrome! ****Happy Fourth of July!**

**Ben 10 Versus the Ants**

"BEN!" Kevin shouted as he hung onto the giant worm for dear life. "JUST PICK SOMETHING!" The worm was massive, with a red segmented body and a mouth that opened four ways. Kevin was in his rock form and had a hold on it while Gwen was holding the thrashing creature in place with ropes made of mana.

"Hurry up! I can't hold it for much longer!" Gwen shouted as she struggled to restrain the worm.

"Okay, Okay!" Ben slapped the Ultimatrix dial down. "Four Arms!" Once in his Tetramand form, he leapt into battle. The worm was no match for Four Arms' awesome strength as the red-skinned alien tied the creature up into a knot. He dusted off his hands and slapped the Ultimatrix emblem to return to normal. "See? No sweat!"

"Okay, now let's just call the Plumbers to pick this guy up," said Gwen as she got out her communicator.

"What's a giant worm doing in Bellwood anyway?" Kevin asked, looking at the creature. "And why a giant worm?"

Kevin," Gwen said. "Considering all the weird stuff we go up against, I consider a giant worm to be relatively normal."

Kevin snorted sarcastically, "A giant worm, normal. _Right."_

"And to celebrate, how about we go to Mr. Smoothy's?" Ben offered eagerly.

"Sorry, but not tonight, Ben," Gwen apologized. "I'm helping Kevin study."

"Study?" Ben questioned.

"For my GED. Gwen thinks I got a shot at it." Kevin smiled.

"He just needs to apply himself," she said.

"And Gwen's a great teacher. She's been helping me catch up on stuff I missed," Kevin added.

Ben smiled. It was sweet. He shrugged, "Well, your loss. I'll buy some for you guys and drop them off at your place, Gwen."

"That won't be necessary," said Gwen as she got into the car with Kevin.

"Later, Tennyson," waved Kevin before he drove off, leaving Ben behind.

"Okay, well, more smoothies for me," Ben said with a grin as he went over to his own car.

* * *

><p>Ben never got enough of Mr. Smoothy's when he arrived. He could barely believe that he used to hate that place when he was a kid. What was he thinking? Today was a scorcher so Ben decided it was best to just go inside. He went over to the counter to place his order. The cashier had their back turned to him but Ben could tell from the curves of her body that it was a woman. He was about to get her attention when she called to them.<p>

"I'll be with you in a minute," the girl said. She certainly didn't sound happy judging from her tone. But Ben blinked when he heard the voice. Was it just him or did that voice sound just like…

The cashier turned around and Ben's jaw dropped when he saw the Mr. Smoothy's employee.

"Welcome to Mr. Smoothy's," said Apacci, donned in a Mr. Smoothy's uniform and hat. "May I take your-BEN!?"

"Apacci?" Ben blinked. "What are you doing here?" He looked at what she was wearing. "You work here!?"

"Yeah," she said, blushing as she tried to avert her gaze. "Um…would you like to order something?"

"Oh, right. I'll have the Tropical Punch," Ben said. The shock of seeing one of his girlfriends work here kind of shocked him out of his _normal _choices for smoothies.

"One Tropical Punch, coming up," Apacci said. She grabbed a large cup and immediately filled it to the brim. Ben pulled some money out and handed it to Apacci. She quickly put it into the register and handed Ben his drink and change.

"Oh, and I'd like to know why you're working here," he added.

"I leave work in half an hour. I'll tell you then," Apacci said, looking around as if afraid someone else might spot her.

"I can wait till then," Ben said. He took his drink and change and headed out the door. He cast a backwards glance at Apacci, who looked like she wanted to sink into the floor. Of course he wasn't sure why she was so upset. Working at Mr. Smoothy's sounded like a pretty good job to him.

**(30 MINUTES LATER)**

"So," began Ben as the two sat at one of the outdoor Mr. Smoothy tables. "Why are you working here?"

"Well, I've been looking for a job," said Apacci. She and Mila Rose were the last two to look for jobs.

"And Mr. Smoothy's was your first choice?" Ben was surprised. Despite his fondness for the place, he didn't picture it as a place Apacci would want to work at.

"Not exactly." Apacci scratched the back of her head sheepishly. "I tried in a few places before this. I was a waitress at a diner and then I was mopping floors at the Burger Shack. But I got fired from both."

"How come?" Ben asked and she glowered. "Do I even want to know?"

"I was being sexually harassed so I defended myself," Apacci said, her fists clenching. She recalled how some of the customers and former coworkers treated her. "But…it was a little over the top and while the jerks got the point I was fired."

Ben frowned, "That's not fair." He felt a surge of protectiveness. Some jerks had the nerve to treat _his _girlfriend like that? Ever since the date with Mila Rose, Ben had started accepting that the girls were indeed his girlfriends.

"It's fine, Ben. I was sick of those places anyway," Apacci said. "At least here the staff is nice." She smiled at him. "And since this is your favorite hangout I get to see you, which is a bonus."

Ben smiled, "Okay, that sounds great." Then a thought occurred to him. It was Apacci's turn to get a date. And he had a feeling she would really enjoy that. "So, are you doing anything Friday night?"

Apacci's eyes widened. '_Is he going to…?_' "I have the night off on Friday," she said, mentally chiding herself for becoming nervous.

"Great," Ben grinned. "Because I'm free too. So… wanna go out?"

"Yes!" Apacci nearly squealed then quickly composed herself. "Yeah, sure. Whatever."

"Come on. Let me give you a ride home."

Apacci struggled to fight both the blush on her face and the excitement that was building up within her. She felt like squealing out in happiness but controlled herself. She had embarassed herself enough already in one day.

Meanwhile, back at Gwen's, Kevin and Gwen were going over his work when she asked, "I've noticed you hanging out a lot with Ulquiorra."

"Oh, him? Yeah, we hang out," Kevin shrugged. "He needs to smile more but he's a cool guy once you get to know him."

"I'm sure," Gwen cocked an eyebrow. "What are you up to, Kevin?"

"Just helping out Ben," Kevin said. "Look, it's fine. It's nothing illegal and nobody is going to get hurt, physically anyway."

"Kevin." Gwen's tone was serious, and a warning.

"Just be ready to see it on TV," he grinned.

Gwen crossed her arms. Honestly, she tried to make an honest man of her boyfriend. Still, she did find his roguish charm rather endearing. And if it was for a good cause, she shouldn't have a problem with it. She just wished he'd tell her what exactly he was planning.

* * *

><p>Soon Apacci and Ben arrived home. Ben noticed that his mom was outside. Uh-oh. What had he done now? Ben got out the car.<p>

"Hey, mom!" he greeted. "Is something up?"

Sandra gave her son a look. It wasn't the look she usually gave him when he was in trouble. "I had some very interesting guests today."

"Guests?" Ben asked.

"They said their names were Azmuth and Urahara," Sandra explained.

"Azmuth?!" Ben cried.

"Urahara?!" Apacci shouted at the same time.

Sandra nodded. "It was when you all went to school. I heard a knock at the door…"

_Sandra Tennyson opened the door and blinked as she saw Kisuke Urahara and Azmuth who was sitting on the man's shoulder._

_"Greetings, Mrs. Tennyson. What a nice day," said Urahara as he took off his hat and bowed. __"I am Kisuke Uruhara and this is Azmuth.__ We were in the neighborhood and decided to drop by."_

_"Actually, we used my teleportation device to drop us off here" corrected Azmuth._

_"Hello," she greeted awkwardly. Even with all the alien activity, Sandra still found these strange situations a little awkward. "If you're both looking for Ben, he's out right now."_

_"Actually, we're not here for Ben," said Azmuth. "We're here to help you with your guests' living arrangements."_

_For a while now, the girls had been sleeping in the living room, but they had a lot of stuff and needed a bit more privacy. Just putting their stuff in the guest room wouldn't be enough as they each needed their own space._

_Despite the whole strangeness of this situation, if these two could help, she would welcome it._

_"And that should do it," said Urahara as he put the door up against the wall._

_"You know, for a Shinigami, you're quite intelligent," remarked Azmuth._

_"Yeah, I get that a lot," Urahara admitted._

_"I'm sorry, but you just put a door on my wall," said Sandra. "How will this help?"_

_Urahara smiled and opened the door. Sandra peered at the hallway that stretched out from the door, the hallway's walls lined with doors on either side. Her jaw hung open_

_"This door is a portal to a separate dimension, which is where the girl's rooms will be," explained Urahara. "If you've seen my shop's basement, you'd know that this is like that."_

_"And these will be the girls' rooms?" asked Sandra._

_"Yes," said Azmuth, "Individual living spaces for them and privacy. I do know that young women value their privacy."_

_"We do," admitted Sandra. "The girls are going to love this."_

_"I'm sure they will," grinned Urahara._

Apacci and Ben just stood dumbfounded as Sandra finished her story. The two ran inside to see there was in fact a door in the wall. Apacci flung it open and her jaw dropped and the wide space within.

"They really did it," she said. Apacci ran inside to inspect just how big the place was. "This. Is. Awesome! The others are gonna love this!"

"It does make housing a bit easier," Sandra said. "I'm sure you girls were tired of sleeping together in the living room."

"I've got to tell Mila Rose, Sung-Sun, and Harribel-sama!" Apacci said eagerly. She grabbed her cellphone, one that she and the other girls had been supplied with courtesy of Max Tennyson. He figured the girls could use them. Apacci, Mila Rose, and Sung-Sun simply kept in contact with each other and Harribel. Nellilel had used her phone to keep in contact with her friends from the bookstore. Apacci started typing a text message to them. Sandra on the other hand gave Ben a smile.

"Ben, would you be a dear and move the girls' stuff into their new rooms, please?" Ben made a face but Sandra still had her smile. "Ladies love a man who's willing to carry stuff for them." While Sandra was still adjusting to her son having five girlfriends, she did get a few ribbings out of it.

Ben snorted as he started gathering the girls' stuff. "I've been reduced to a luggage man in my own house." He started gathering their clothes but his face turned red when he spotted one of the girls' discarded panties. "Uh…I think I'm gonna need some help."

Sandra noticed what Ben was looking at and frowned. She had a feeling it might've been Mila Rose or Apacci's. Thank goodness the girls were getting their own rooms. Give Ben a little less temptation than them sleeping in the living room.

Upon returning and seeing for themselves, needless to say, the girls absolutely adored the extra rooming. They each took one for themselves and saw this as an opportunity to decorate it as they saw fit.

Of course, when Apacci added that she was going on date with Ben, everyone's attention was on her.

"So," Mila Rose said. "Have you decided where you're going with Ben on your date?"

"Not yet," Apacci said. "But we have till Friday so…"

Mila Rose grinned. "I wonder how hot it'll get on your date."

Apacci's face got hot at her implications. Mila Rose had proudly showed them all the bite marks she said Ben had given her and then she made Ben show them the bite marks she had given him. The girls had all been taken aback by this but at the same time they were excited that Ben was becoming more intimate in their relationship. Mila Rose smirked. Time to share a little bit of information she hadn't told the others…yet.

"Did you know Ben and I bathed together?" she teased. Apacci and Sung-Sun's eyes widened.

"You did what?!" Apacci screeched, suddenly grateful that Sandra had gone out shopping.

Feeling smug, Mila Rose went on. "Not only that, but we made out naked." She wished Sung-Sun's sleeve wasn't blocking her mouth. She wanted to see if it was hanging open like Apacci's. "He even grabbed my butt and groped my breasts. Ben can be such a beast with proper coaxing."

Apacci and Sung-Sun's faces closely resembled over ripe tomatoes. Ben had been so…shy when they were first starting out and now he was doing stuff like _that?! _And to be honest, the two were rather jealous their comrade got to have such an experience and they didn't.

"B-but what about what Sandra said?!" Apacci argued.

"She said we couldn't have sex," Mila Rose pointed out. "She never said anything about bathing together."

"I have a feeling she would have," Sung-Sun said.

Mila Rose shrugged. "Ah, well. What she doesn't know…"

Apacci and Sung-Sun frowned. While they _certainly _would have enjoyed having a moment like that with Ben, they didn't feel right going behind Sandra's back like that. Still, both girls were trying _really _hard to block out fantasies involving them in Mila Rose's place.

"Who knows," Mila Rose went on. "You and Ben might get some heavy petting on Friday, Apacci."

Apacci shook her head furiously before even more fantasies started playing in her mind.

Mila Rose chuckled. "You're really looking forward to Friday now, aren't you?"

"S-shut up, Mila Rose!" Apacci snapped loudly.

"She didn't deny it," Sung-Sun added, deciding to keep Mila Rose from focusing on her.

"Can it, Sung-Sun!" Apacci yelled. "You're just as bad!" She was still sore about when Sung-Sun got a date before her and Mila Rose.

"Me? Just as bad? I'm afraid you're mistaken. I would approach Ben with poise and grace, unlike you two who would simply throw yourselves on him like animals in heat."

"What was that?!" Both girls yelled angrily.

Just then Harribel walked in. The girls noticed that she looked deep in thought.

"Is something wrong, Harribel-sama?" Sung-Sun asked.

Harribel looked up. "I…have something to tell you three."

The girls looked at each other, confused, before looking back at their mistress.

"Girls…you remember that Yoruichi said the Gotei 13 will declare Ben a threat?"

The girls nodded grimly.

"I have decided to prepare myself in the event that happens," Harribel went on. "Ulquiorra is going to teach me how to obtain the Segunda Etapa."

"The Segunda what?" Apacci asked, unfamiliar with the term.

"A second level of Resurreccion," Harribel explained. The girls' eyes widened. "Ulquiorra has proven that such a thing exists and is going to show me how to use it. And once I've obtained it…I'm going to teach it to you three as well."

The girls exchanged incredulous looks with each other. To obtain such a power…it was almost too much. The girls looked at her.

"We need to unlock our full potential if we are to have a chance fighting the Gotei 13," Harribel went on. "Do you wish to learn how to obtain this power?"

The girls exchanged one more look with each other and in a moment, their decision was made.

"We'll do it, Harribel-sama," the girls said unanimously.

Harribel nodded in content. Then she looked at Apacci. "I heard you're going on a date with Ben Friday, Apacci. I hope you two enjoy it."

Apacci blushed again as Mila Rose and Sung-Sun both laughed.

"But first," Harribel went on. "We should go shopping. I believe you three would like to add some decor to your rooms now that you have your own?"

The girls' lit up faces was all the answer that Harribel needed.

But unknown to Ben's little group, trouble was once again coming their way.

**(PLUMBER HOLDING FACILITY, MT. RUSHMORE)**

Inside a cell was a man, who looked like a homeless person. He wore a dirty jacket over a dark green hoodie with the hood up, torn up jeans, and boots. He also wore fingerless gloves. He had an unkempt beard and hair. Around his neck was a collar.

He was known as Clancy, the Bug Man, and he was one of Ben's first enemies back at age 10. Clancy had the ability to communicate with and control insects. When the city officials tried to tear down the condemned building he'd been living in, he violently retaliated. Ben managed to defeat him. He then joined the group known as the Negative 10 made up of the other villains young Ben had defeated, becoming mutated with the help of Dr. Animo. Now, he was truly a part of his family. He had also learnt how to revert to his human form and shift between both forms at will.

He'd been locked away by the Plumbers for 5 years but now he was going to escape. His cell prevented him from communicating with insects on the outside, but what the Plumbers were unaware of were the ants that would just find their way in and some of them found their way to Clancy. For five years Clancy spoke to the ants, controlling the colony, waiting.

And now was the time to strike.

* * *

><p>"So…you're taking Apacci out next?" Kevin asked Ben over the phone.<p>

"Yeah," Ben said. "I'm looking forward to it."

Gwen, who was listening in, smiled. "It sounds like you're finally adjusting to all this."

"Well…I guess it's because I've gone on dates with all of them. Err…almost."

"Good to see you're starting to step up," Kevin joked.

Ben rolled his eyes. Kevin was never going to let him live this down.

"Make sure it's some place special," Gwen added. "Apacci deserves it for waiting so long."

Ben knew she had a point. Apacci had waited long enough.

"Don't worry," he assured them. "I'll think of something."

* * *

><p>It was finally Friday and Apacci had been restless the whole week. She would finally have her date with Ben. While she was excited, she was also nervous too. What would their date be like? Would she enjoy it? Would <em>Ben <em>enjoy it? Since he had already been through four dates with the other girls, Apacci didn't know if their date would be just as special. Mila Rose and Sung-Sun's ribbing of her didn't help matters either.

Apacci threw the covers off and got out of bed. She still had trouble believing that she had gotten a room of her own as her feet touched the carpeted floor. She was still having trouble picking out what she wanted to put in. Back when she was part of Aizen's army, everything was…white. Being in the human world gave her a chance to broaden her horizons. There were a few music groups she was into, but not to the point of putting up posters of them like some girls. She did paint her walls red and black to give them a bit of color though. She got dressed for the day and headed down for breakfast. Ben and Sung-Sun were already there.

"Morning, Apacci," Ben greeted. Apacci noticed the warm smile he was giving her and felt her face grow hot. She was used to the looks other guys would give, but they were nothing compared to the ones Ben gave her. Sung-Sun noticed this and chuckled. Apacci angrily tried to kick her under the table but Sung-Sun moved out of the way. Apacci grit her teeth to prevent crying out. Mila Rose soon came to join them, her moist hair indicating she had gotten out of the shower. Apacci bristled when Mila Rose planted a kiss on Ben's cheek before sitting down to eat. Ben resumed eating but there was a small hint of red on his face.

"What?" Mila Rose asked the glowering Apacci. "Just because you're the one on the date doesn't mean I can't show affection. He's my boyfriend too."

Apacci was about to give a scathing remark when Sung-Sun interrupted. "Well in that case," she leaned forward and planted her own kiss on Ben's other cheek. Apacci looked like she was about to explode.

"What? You can show him affection too," Sung-Sun went on. "We won't stop you."

Ben frowned. "Come on, girls. Leave her alone." Mila Rose and Sung-Sun backed off immediately. The last thing they wanted was Ben getting upset with them for any reason.

Apacci on the other hand was mentally chiding herself. She wasn't acting like…well, her. She was a proud Arrancar warrior under Harribel-sama. So why was she being so timid now?

"Morning!" Nelliel bounced into the room happily. Ben turned his head and Nellilel used that opportunity to give him a little peck right on the lips. Apacci was lucky that she wasn't holding her glass otherwise she would have shattered it by now.

As for Ben…well, if his mornings were more like this…he could get used to it. But, the fact that he was enjoying the attention irritated Apacci even more. She got up from her seat and stormed off to her room. Mila Rose and Sung-Sun sighed, Nelliel looked at everyone else, wondering if she did something wrong, and Ben looked in the direction Apacci went with concern.

* * *

><p>"Stupid Mila Rose!" Apacci yelled, punching the wall of her room. "Stupid Sung-Sun! Stupid Nelliel!" She stomped back and forth. "Kissing him like that…right in front of me! Who do they think they are?" Then she grudgingly remembered that they were Ben's girlfriends as well. Apacci crossed her arms and huffed. She couldn't help if she didn't really do those affectionate things. Sure there was that one time in Hueco Mundo but she had been caught up in the heat of the moment.<p>

With that, doubt and worry started to creep into Apacci's mind. In her eyes, Ben had seemed eager to spend time with the other girls but not so much with her. Did…did he even like her? He _had _agreed to the sharing thing to make them all happy, but that didn't have to mean that he actually had feelings for _all _of them. Apacci stared at the ground before shaking her head. No, she couldn't believe that. If Ben didn't feel that way for her, he'd tell her instead of leading her along. Apacci sighed. She'd better get her stuff together for school. She opened her door…and froze when she saw Ben standing there, his hand raised as if he was about to knock.

"Ben!" Had he heard anything she had said?

"Hey, Apacci," Ben said softly. "Are you alright?"

Apacci cursed herself as her cheeks started to warm. She did not want to look pathetic in front of her crush. "Yeah…sorry about that."

Feeling that it would be the right thing to do, Ben leaned forward and kissed Apacci's cheek. Apacci's eyes doubled in size, staring at Ben.

"No problem, Apacci." He smiled at her. "Come on. We'd better get to school."

Apacci nodded slowly. "I'll…I'll go get my stuff."

Ben nodded and left. Apacci closed her door and started gathering her school supplies. But as she did so, a small smile worked its way to her face.

* * *

><p>Harribel looked on with satisfaction at her classroom. Everything was all set and ready for the day. She heard a knock at her door. Harribel turned her head. "Come in."<p>

The door opened and, much to her surprise, Findor came in. Needless to say, she had been wary when he and Vega had been enrolled in the school but so far they were on their best behavior. Well, in Vega's case it was more around tolerable. Luckily, the two wound up attracting lots of female attention. Ever since Ben appeared to be taken by Apacci, Mila Rose, _and _Sung-Sun, girls went to those two Arrancar like moths to flame.

"Hello, Harribel," Findor said, his tone full of sadness and worry.

"What brings you here, Findor?" Harribel asked. Despite being former enemies, she still treated him civilly.

"I wish to talk to you about the others," Findor said. "Vega, Poww, and Nirgge."

Harribel's eyes narrowed. "You feel that they still hate Ben?"

"Exacta," Findor said with a sigh. "They consider it an insult to be have been spared by a human and living under the conditions we do."

"And you do not?" Harribel couldn't help but question.

"I understand," Findor replied. "If it wasn't for Ben's mercy, we would all have been dead. Even if we went to Hueco Mundo, do you think Grimmjow would show such generosity?"

Harribel highly doubted Grimmjow would.

"We do not live the way we did in Las Noches," Findor went on. "But considering our actions, that is understandable. Also, I know it would be foolish to try and kill someone who has Shinigami and Espada as his allies."

"So are you doing this out of gratitude for Ben? Or self-preservation?"

"A little bit of both," Findor admitted. "Ben allowed me to live. I am in his debt. And in a sense, your debt too."

Harribel simply looked off in the distance, not saying anything.

"I would like to help in any way that I can," Findor added.

"Thank you, Findor," Harribel said. "I appreciate you telling me this."

Findor gave a bow and turned around to leave. Harribel sat at her desk as she weighed Findor's words.

"Those three, Loly, the Gotei 13." She shook her head. "So many enemies." Harribel frowned. "Loly and Menoly have not been seen for days now. And I haven't been able to sense their reiatsu. Did they retreat to Hueco Mundo…or have they found a way to mask their presence from us?" Despite the sheer power all of Ben's Arrancar allies had, a sneak attack, even from a weaker opponent, could be devastating.

"I should tell Starrk and Ulquiorra about this."

* * *

><p>After school, Ben knew he should head home and get ready for his date. Despite her attempts to hide it, Ben could see that Apacci was nervous but excited about it. He wanted to make sure she got a special one.<p>

But his musing was interrupted by a beeping on his Ultimatrix. Curiously he opened the communications link. "Hello?"

"Ben," Grandpa Max's voice said. "We have a situation."

Ben deadpanned. "Of course, we do." Typical life of a hero. "Alright, what's up?"

"Clancy's escaped." Max answered grimly.

Ben's eyes widened. "The bug guy?! Man, I haven't seen him since I was a _kid_. Still a big bug mutant?"

"He apparently learned how to change his appearance at will," Max explained. "I'm putting all available Plumbers on alert but it is likely he'll come after you."

Ben groaned. "Just what I need, my date with Apacci ruined by a guy with a bug fetish."

"You're going on a date with Apacci now?" Max asked curiously. "Well, who knows? She can take care of herself and could help in taking Clancy down…if he does choose to target you."

Ben grinned. His grandfather had a point: he and Apacci could totally take down Clancy while still enjoying their date. He had done the same thing with Nelliel, Sung-Sun, and Mila Rose. Ben had to admit…it was pretty nice having a girlfriends that could fight alongside you. Made dating a whole lot easier.

"I'll let Starrk know too," Max said. "Going up against one of your old foes might do him some good."

Ben laughed. "Grandpa, Clancy is small fry compared to most of the baddies I've fought. Starrk won't have _any _problem with him."

"Don't underestimate him, Ben," Max warned. "Having the ability to control insects can be very dangerous if used right. Remember when he almost caused that nuclear explosion?"

Ben shrugged. That was true, but he had a much wider variety of aliens since the last time he and Clancy duked it out. "Don't worry, Grandpa. If I run into that guy, he's going down."

"Good luck, Ben!" Max said before ending the communications.

Ben headed towards his car, where the girls were already waiting. While the girls of Bellwood accepted Ben being taken, Ben noticed several guys glaring at him for having three beauties sitting against his car.

"You girls ready to go?" Ben asked. All three girls nodded and hopped in once Ben unlocked the car. As they drove off, Apacci couldn't resist sneering and waving at the still glaring boys outside. Mila Rose, who was sitting next to her, nudged her with her elbow.

"Girls, we have a bit of a problem," Ben said.

Apacci gave Ben her full attention. Did something come up that would cancel their date?

"One of my old enemies escaped from his prison," Ben went on. "His name's Clancy and he has the power to control bugs."

"Heh," Apacci said, relieved so far that their date wasn't canceled. "Doesn't sound all that impressive to me."

"It's a lot more dangerous that it sounds," Ben said. "He can control any kind: ants, bees, spiders, cockroaches, and he can control entire swarms of them."

Apacci's confident smirk slipped at hearing that.

Sung-Sun frowned. "Insects are dangerous in great numbers. It reminds me of a book we had to read in class, _Leiningen Versus the Ants_. Imagine if this Clancy could take command of an army of ants so large that their sheer numbers stretched for miles."

Mila Rose and Apacci looked at each other uneasily.

"I'm gonna tell the others about this too," Ben went on. "Any of you guys can probably handle him…I just want to make sure you don't get carried away."

"So…does this mean our date's off?" Apacci asked.

"Nah, we're still going," Ben assured her. "I just wanted to let you all know what we might expect."

Mila Rose frowned. "First Loly and Menoly…now this bug guy. I was actually enjoying the peace and quiet for once."

"That's what happens when you're a hero," Ben said. "You learn to appreciate the moments 'cause they sure don't last long."

The girls all nodded, knowing that Ben always saved the day…only to do it again shortly after.

"Speaking of Loly and Menoly," Ben realized. "They haven't tried anything for a while now. I thought Loly would be after me for sure."

"Maybe whatever you did with Toepick permanently traumatized her?" Apacci suggested, but regretted it when Ben cringed.

"Sheesh," Ben said. "I know she wasn't exactly Miss Sunshine, but…I can't help but feel sorry for her."

The girls were…not so worried. In their opinion, Loly was sick in the head and the less they saw of her, the better.

* * *

><p>When Ben and the girls got home, he informed Harribel and Nelliel, who got off early, of the situation. Harribel frowned at hearing of <em>another <em>one of Ben's foes. She debated whether or not to inform Ben about what Findor had informed her. She decided to wait until Ben and Apacci had returned from their date.

Later that evening, Ben and Apacci headed out. Having said their goodbyes to everyone, the two hopped in Ben's car.

"So…where are we going, Ben?" Apacci wondered as they drove down the road. She noticed Ben recommended she wear a jacket. It wasn't really a cold night out.

"We're going to the Bellwood Ice Rink," Ben replied.

Apacci blinked. "The Ice Rink? Are we going ice skating?" She had often wondered what it would be like to skate on ice.

"Yep," Ben smiled at her. "I saw you watching that ice skating competition once."

Apacci shrugged. "I'm not into all that dancing around and stuff, but it would be kinda cool to actually skate on ice."

Ben laughed. "Then I hope you'll like it."

Apacci gave a little smile back. To be honest, she wasn't all that into overly romantic stuff. The ice skating did sound like it would be a little fun. though.

The Bellwood Ice Rink was a huge, dome-shaped building. It was a place for people who wanted to escape the heat and skate on ice. This was also where the local ice hockey games and some figure skating contests took place. Once the car was parked, Apacci followed Ben inside the building. Ben rented their skates and they headed further inside the building where the ice was. There was an area with benches to sit down on while putting on their skates and racks to put up their shoes.

Sitting on a bench, Apacci just stared at the skates like they were an alien life-form. Looking at them, she didn't even have a single clue on how to use them. She knew how to put on shoes, and boots, but these things had blades attached to the bottom of the soles to allow people to easily glide across the ice.

When Apacci and Ben made it to the ice rink, Apacci had been surprised by how big it was. People in Bellwood must really enjoy ice skating. Ben explained how on certain days, some people would use it to practice hockey or figure skating. But today, it was just for people to skate for fun. She looked at the ice to see couples and individuals skating, mostly couples. They looked like they were having a good time. She then watched as Ben was lacing up his own skates and quickly put hers on.

"All right," said Ben as he stood up, stumbling a bit as he walked to her. He extended his hand to her. "Let's go, okay?"

"…Right," she said, uncertainly and softly, which was completely unlike her. She got up and together they walked towards the ice. Apacci stared at it then composed herself. She put her right foot upon the ice...and nearly slipped backwards. Fortunately, Ben was right there ready to catch her. Her face was red in embarrassment from such a display. Fortunately, Mila Rose and Sung-Sun were not there to tease her. It would've been worse if Harribel had been present.

"Let's do this a step at a time, OK?" he asked and she nodded. He helped her onto the ice, still holding her hand. This was humiliating. She was a mighty Arrancar warrior, a Fraccion of Harribel, and here she was being threatened by _ice_! Ben released her hand and smiled at her.

"Look, it's easy," he said as he demonstrated for her. "Just push yourself forward with one foot." Apacci nodded and copied his example. Unfortunately, she had pushed herself too strongly.

Apacci's arms flailed about as she tried to regain balance. She then bumped into Ben who caught her. She grit her teeth in anger and fought back against making one of her typical rants. Ben had taken her here to have fun and she couldn't even keep her balance for five minutes.

"You okay?" Ben asked softly.

"No," Apacci grumbled, trying to hide her blush from Ben's eyes.

"You're doing better than me when I first started," Ben encouraged her. Grandpa Max had taken him and Gwen ice-skating during that fateful summer years ago. While Gwen had done well, Ben had not. "I fell on my butt so many times I couldn't sit down for a week."

That made Apacci smile a little, thinking of Ben falling over and over again in comical ways. It was funny.

"Here," Ben said, holding her against him. "We'll skate together for a little bit and then you can try doing it on your own."

Apacci certainly didn't mind skating with Ben, but she was afraid that it would show others just how bad she was. But, as she looked at other couples were skating close together, she figured she could pull it off like that.

"Sure," she said.

Ben smiled. He held Apacci close to him, bringing her blush back. "Now, take small steps. Here, like this: one, two, three. One, two, three…"

Apacci started moving her legs in the way Ben was showing her how to. With Ben holding her like this, she wasn't going to fall.

"You're doing great, Apacci!" Ben cheered.

Apacci, seeing that she was getting better, started going back to her arrogant self. "Of course. Once I got the hang of it, it was nothing!"

Ben just rolled his eyes playfully. "Come on. Let's go skating around for a bit."

"I'll race you!" Apacci grinned, suddenly pushing herself off of Ben and skating ahead. Ben thought she was going to fall down again but it didn't happen. Ben grinned now.

"You're going down, Apacci!" He taunted and started skating after her.

Apacci just laughed teasingly as Ben chased her around the rink. Unfortunately she knocked several of the other patrons off their feet during their little chase.

"Sorry!" Ben called back to the glaring skaters as they tried to pick themselves up from the ice. "Apacci!" He called. "Watch where you're going!"

Apacci flinched at his tone. To be honest, she wasn't really bothered about the people she accidentally knocked over. But she didn't want Ben getting mad at her. "Sorry!" She told him.

_**Meanwhile…at the local Comedy Club**_

It was another hangout for people who wanted to have a good laugh. On a Friday night, it was not short of customers, especially since their best act was on.

Kevin and Ulquiorra were sitting together at a table. The former 4th Espada watched Nelliel's Fraccions' performance with a neutral expression. They were doing a combination of stand-up and slapstick. However, humor was definitely a foreign concept for Ulquiorra.

"I fail to understand why people get such amusement from these antics," he told Kevin, who had just laughed at something Dondochakka did. "Why do humans find such amusement when someone injures themselves? And Pesche's jokes make absolutely no sense."

Said Osmosian shook his head sadly. Emotions usually came natural to people. Getting an emotionless being to feel emotions was proving to be pretty tricky. But, their working together to bring down Harangue caused Kevin to see Ulquiorra as something of a friend. And he wanted the former Espada to actually enjoy life instead of going through a droll existence.

"Shouldn't we be focusing on more important matters?" Ulquiorra asked, his voice trying to reach Kevin over the audience's laughter. "Such as Will Harangue?"

Kevin sighed. "Ulquiorra, you need to learn to live a little. Have fun. Enjoy yourself." Ulquiorra gave Kevin a blank look. Kevin noticed it and sighed. "Come on, man. You can't spend your life like this."

Ulquiorra closed his eyes. "I have always been like this for as long as I can remember...even as a Hollow."

"Doesn't mean it's impossible for you to have fun," Kevin said. "Okay, maybe stand-up wasn't the best thing to start with. But I am going to find something for you to actually enjoy."

Ulquiorra sighed. "I wonder what that will be." For the time being, he decided to simply watch Pesche and Dondochakka, trying to figure out the meaning behind their humor and why people found it so amusing.

* * *

><p>After skating a little longer, the two went to take a breather. Ben had gone to the rink's concession stand and got them some food and drink. He helped himself to a hot dog while Apacci ate a hamburger.<p>

"That was pretty fun," Apacci said. "Thanks for taking me."

"No prob," Ben said after taking a drink. "I'm glad you liked it."

Apacci twiddled her thumbs, trying to think of what else to bring to the conversation. "So…" she said.

Ben noticed the hesitant look on her face. "What's wrong, Apacci?"

The truth was that Apacci had been looking forward to one part of their date. But she didn't know when it would happen. She wanted to ask but feared Ben would think her being too forward.

"Well…" But she was interrupted by a scream. "What the…?!" She and Ben turned to the girls' restroom door, where several girls ran out screaming. Some were brushing something off of them. Just then another scream came from the boys' restroom door.

"Cockroaches!" one girl cried. "Cockroaches everywhere!"

Ben paled. "Oh, no." He got up. "Everyone get out of here, now!"

But it was too late, cockroaches started crawling out of the bathroom doors. Everyone started running away screaming from the swarm.

"Ugh," Apacci cringed in disgust. "That Clancy guy?"

"Definitely," Ben said. "Well, guess its time to put these guys on ice. I'm going Big Chill." Ben activated the Omnitrix.

"Don't!" Apacci cried.

"Why?" Ben asked. The cockroaches were getting closer and he had to go Hero now.

"Big Chill is like an insect!"Apacci argued. "What if that Clancy guy controls you?"

Ben never thought of that before…and he was not in the mood to test that theory. "Okay, let's try something else." He slammed the dial down. When the flash of light was gone, Ben was now Water Hazard. He raised his hands and fired gushers of water at the oncoming swarms. "Looks like they're all washed up." He looked to see all the people evacuating the place. "We need to get out of here and find Clancy!"

Apacci nodded and the two ran out of the ice rink. Water Hazard looked around for any sign of his foe. His attention was drawn to the sounds of buzzing. Lots and lots of buzzing. He turned to see swarms of wasps flying towards them. "Get to the car and lock the door, Apacci!"

"What?!" Apacci snapped. "You think I'm just gonna stand around and let you do all the fighting? Forget it!"

Water Hazard turned his head to argue with her when he saw her soul form leave her body. He quickly caught her gigai. Apacci pulled her chakrams from her collars and threw them at the swarm of wasps, which were sliced and diced by the attack.

"You think I wasn't going to bring a way to leave my gigai?" Apacci asked with a smirk.

"I'll admit that's handy," Water Hazard said, carrying Apacci's gigai to his car. "But try to tone it down some. You might wind up destroying more than Clancy does."

Apacci made a face. "What is that supposed to mean?"

"You have a problem with restraint," Water Hazard replied.

Apacci looked like she was about to retort when they heard screaming coming from around Bellwood. Water Hazard's eyes widened. "Get in the car!" Apacci and Ben, who turned back to normal, hopped inside. Apacci adjusted her gigai in the back while she sat in her spirit body in the passenger side. Ben floored his car further into Bellwood. He and Apacci were struck speechless when they saw bugs of all kinds all over the place. Flies, wasps, termites…

"How…how could he have gotten so many?" Apacci was speechless. Of course the insects weren't much of a threat to her outside her gigai, but seeing the vast amount of insects really unnerved her.

"I don't know," Ben said. "But I've got to stop them." His eyes widened when he saw a nearby pedestrian screaming by, his body covered in ants. Without thinking, Ben flung the door open, activated the Omnitrix, and turned into XLR8. He started dashing around the man super fast, creating a whirlwind that blew the ants off.

"Th…thank you," The man said weakly. XLR8 looked at the havoc going on.

XLR8 grimaced, "This is bad. Clancy was never this powerful. Guess he got stronger over the years."

"Ben!"

XLR8 turned his head to see Gwen, Kevin, and the others running toward them. Gwen started shooting blasts of mana to keep the bugs at bay.

"I don't suppose anybody has a big can of Raid?" Kevin said, absorbing metal from a nearby lamppost and squashing the bugs with his hammer fist.

"How should we stop them?" Harribel asked. "We risk damage to the city and there are so many."

"We need to find Clancy," XLR8 said.

"Defeating him won't guarantee that the insects will just go away," Ulquiorra told him.

"At least I can try," XLR8 argued. "You guys focus on taking care of the bugs and helping anyone in trouble. I'll look for Clancy and take him down."

"Good luck, Ben," Gwen.

"You guys too," XLR8 said. He sped off.

Ulquiorra looked at the numerous bugs. "It seems we were given the more difficult task."

"Ben knows what he's doing," Nelliel told Ulquiorra. "Let's believe in him and help these people out."

* * *

><p>XLR8 covered all the places he could think of. Where could Clancy be? Why hadn't he confronted him directly? Then again, having armies of bugs, direct confrontation probably wasn't necessary.<p>

"Come on, Ben, think!" XLR8 told himself. "Where would a guy that controls, and turns into a bug, go?" Just then XLR8 paused. He slammed the dial on his chest and turned into Jetray, taking off into the sky. A bird's eye view would help him out. "Now where are you?" Hearing an all too familiar noise, Jetray turned to see another swarm of insects coming at him. But he recognized them as mosquitoes. And a lot of them. Great. Enough of those bloodsuckers and he'd really be in trouble. He prepared to fire a neuroshock blast at them when he was suddenly tackled from behind. Jetray struggled to escape the grasp of his mysterious assailant but the attacker's grip was strong. He knew right away who it was.

"Alright, Clancy. You're going down!"

He shot forward, the sudden action taking his opponent by surprise. Jetray turned to face his opponent. Sure enough, it was none other than Clancy, in his mutant bug form. "Oh, man, Clancy. The years have not been kind." Jetray prepared to fire his neuroshock beams when he saw the mosquitoes flying towards him. He started flying backwards, shooting beams from both his eyes and his tail. But the swarm distracted him from Clancy, allowing the bug man to punch him right in the gut. Jetray angrily fired Clancy with his beams. Said villain fell from the blast to the ground. Jetray landed as Clancy started getting up to his feet. The bug man glared at the symbol on Jetray's chest.

"We remember you," Clancy said, taking Jetray by surprise. Clancy hadn't been known to talk in his bug form. "You ruined our home, our lives. We will make you suffer!"

"Now where have I heard that before?" Jetray joked. Clancy opened his mouth and live insects fired out in a swarm. Jetray cringed as he flew up to dodge the attack. "Forgot about that." He slammed the dial again and became Swampfire. "Let's see how you like this!"

He fired flames at the bug man, who screamed both in pain and fear. His little friends buzzed around madly, fearing the flames as well. Hearing scuttling, Swampfire turned around to see more insects coming to where they were. Clancy must have been summoning them to protect himself.

"Fire won't stop us!" Clancy yelled at Swampfire. "You are only delaying the inevitable!"

"Now I have definitely heard that before!" Swampfire shot back. He started throwing fireballs at the incoming insects. Clancy scream in fury and lunged forward, stabbing his hand right through the Methanosian's chest. An annoyed Swampfire reached behind his back and threw Clancy overhead. The bug man landed just inches away from the flames.

"Give it up, Clancy," Swampfire said.

"Never!" Clancy yelled. "We will never give up until we have ruined your home and you!"

"And you think a little bug problem is gonna do that?" Swampfire asked.

Clancy chuckled. _"Little?"_ He looked over, past the city itself.

Swampfire didn't like where he was going with this. Not certain what the bug guy was planning, Swampfire used his powers to extend his legs. What he saw made him feel like his brain was shut down.

A great black shape was making its way towards Bellwood. Swampfire looked at the chuckling Chancy as he lowered himself back down. "What did you do?!"

"It's over, Ben Tennyson. Your home, your friends, your family...we will take them away from you like you did ours!"

Swampfire glared angrily at Chancy. "Just. Shut. Up!" He punched Clancy with such a blow that the bug man actually flipped over before face planting into the ground. He then slammed the dial, transforming into Jetray and flying off to see what that dark mass heading toward the city was. What he saw horrified him.

They were ants. Hundreds, maybe thousands, or even millions of ants! He flew a little higher to see how far they stretched. They must've gone for miles! Had Clancy been building up this army ever since he got out of prison?! Jetray flew back. He had to warn the others now! He flew back to the city, looking desperately for the others. A flash of light that Jetray recognized in the distance alerted him to Gwen's presence. He flew to Gwen and Kevin.

"Ben!" Gwen called when she found him. "Did you find Clancy?"

"I did but we've got a bigger problem!" Jetray. "A massive army of ants are heading this way!"

Gwen paled. She too had read Leiningen Versus the Ants and having read up about said insects, she knew perfectly well what they were capable of. "We've got to stop them, now!"

"Can't you just go Way Big and squash them?" Kevin asked.

"I don't think that would be a good idea," Jetray said. "There are probably a million of those things. They'd swarm me before I get rid of half."

"Then what _do _we do?" Kevin asked.

"Evacuate the city," Jetray told him.

"What?!" Kevin and Gwen both exclaimed.

"I'll try and stop them," Jetray said. "And if I can't, I'll at least buy everyone enough time to get out of here."

"You think we'll be able to evacuate all the people in Bellwood?" Kevin asked skeptically.

"It's better than nothing!" Jetray snapped. With that, he flew off.

"I'm getting the others," Gwen said. "Ben's gonna need all the help he can get!"

* * *

><p>Jetray flew back to where the swarm was still making its way towards Bellwood. "Sorry our date got ruined like this, Apacci," Jetray said before hitting the dial. In a flash of light, he became Heatblast. The Pyronite landed in the path the swarm was heading.<p>

"Hope none of you guys are fire ants," Heatblast said as he created a wall of flames between him and the ants. He had a feeling this wouldn't stop the majority of them but it should set them back some. Sure enough, he could spot some of the ants crawling through. Their sheer numbers was a pain in the neck. Heatblast launched himself into the air through his flames. Desperately he began pelting the ants with fireballs. But it was no good. There was just too many. No matter many times Heatblast blew them, the ants were just too numerous.

He decided to switch things up and slammed the dial down, transforming into NRG. The armored energy alien slammed down to the ground, squashing several ants in the process. Feeling his presence, several of them started to swarm upon him. But the armored being wasn't all that worried. He started charging up his power, his body becoming so hot that the ants on him died instantly. He slammed his hands on the ground, causing the ground to become like lava while firing a radiation beam through his vent. While his power was decimating the ant horde, some were getting past him and they kept right on coming. Time to try something else. He hit the dial again, transforming into Big Chill. He hit the dial again and transformed into Ultimate Big Chill. Taking a deep breath, he started unleashing his ice flames as he soared over the horde. He was freezing a good amount of the ants now, but they were still so numerous. Ultimate Big Chill didn't know if he could freeze all the ants in time. They were getting close and closer to Bellwood. And what's worse, he didn't know when the Ultimatrix would run out of power. He would just have to keep trying.

"La Gota!"

Ultimate Big Chill's eyes widened as jets of water started striking the ants, scatting them all over the place. Just then bright lights from nowhere started blasting the ants into oblivion. Ultimate Big Chill recognized them as Cero. To his relief, Ulquiorra, Nelliel, Starrk, Harribel, the later two were in their released states, Apacci, Mila Rose, and Sung-Sun flew towards him.

"You guys!" Ultimate Big Chill said in relief.

"Gwen told us you could use some help," Apacci explained with a grin. "Time to do a little pest control!"

"Keep the ants from reaching Bellwood!" Ultimate Big Chill ordered.

"You got it, Ben!" Mila Rose said as she, Apacci, and Sung-Sun flew off and started firing Bala at the ants leading the charge. Starrk, Nelliel, and Ulquiorra continued blasting the ants with their Cero as Harribel pelted them with her La Gota attack.

"Hurry up," Starrk told her as he unleashed his Cero Metralleta, decimating a humongous amount of the ants. "Our attacks are doing way too much damage to this land."

"I understand that," Harribel replied. "I need to build up more moisture."

"More water?" Ultimate Big Chill asked. "You got it." He transformed in Water Hazard. As he fell, he started spraying the air full of water for Harribel to use. Starrk quickly caught him before he hit the ground.

"Thank you, Ben," Harribel said as she raised her sword. The moisture in the air, combined with the water from her and Ben, she started creating a massive sphere of water. "Cascada!"

The water hit the ants like a tidal wave, completely flooding them

"Ben!" Harribel called to him. "Finish them off!"

Water Hazard gave her a thumbs up. "One bug zapper, coming up!" He slammed the dial and transformed. When the green light was gone, Ben had transformed into AmpFibian. The Amperi flew to where the last remaining ants were. His tentacles started crackling with electricity before he fired them down upon the insects. With all the water down there, the electrical attack surged through the ants. When he finally stopped, AmpFibian waited to see if there was any more left. He scanned wearily.

"You got them all, Ben," Ulquiorra said.

AmpFibian sighed in relief. Suddenly he transformed back to normal in mid-air. He started to plummet before Nelliel caught him.

"Well done, Ben," She said with a smile.

"Well done, _everyone,_" Ben corrected her. "I don't know what I could have done without you guys."

* * *

><p>Soon the gang gathered in the middle of town, surveying the damage.<p>

"Harangue will no doubt try to blame you for this," Ulquiorra said as he looked at the wreckage. Most of it was caused by people's panic over the invading insects rather than the insects themselves. It was amazing how dangerous people were when filled with fear.

"We'll think of something," Kevin told him.

"Thanks for your help guys," Ben said again, now that the Tres Bestias were there. The three looked proud at Ben's praise.

"Yes, well done, all of you," Grandpa Max said, walking up to them. "The outskirts of Bellwood were pretty damaged up but I suppose, given the alternative."

"That might have been my fault," Starrk, who was now separated from Lilynette, said. "I told you using Resurreccion was overkill."

"What?!" Lilynette barked. "We got rid of most of them with our Cero Metralleta! Don't you tell me it was overkill!" She literally kicked him in his rear while the majority of the group laughed.

"I must say, when those disgusting vermin showed up in my beauty salon, I almost exploded," said Charlotte,who had come to see them.

"And the flies were swarming all over the gym," Redder said. "That Clancy guy has some wicked abilities."

"Which reminds me," Ben said as he looked at his grandpa. "Where is Clancy?"

"We've got him," Max told him. "We'll make sure he's locked up better this time around. With the potential threat he has become, we can't afford to take anymore chances."

Ben nodded in relief. Tonight had been a really close call and he wasn't sure what would have happened if his Arrancar friends hadn't been there.

"Now," Max went on. "I believe you and Apacci still have a date to finish. We'll leave you to it." Both Ben and Apacci blushed, much to the majority's amusement. One by one, everyone went on to do their own thing, offering words of encouragement or teasing to the couple. Once they were alone, Ben and Apacci went over to his car where her gigai still remained. Apacci asked if they could drive out. Feeling that he had disappointed her, Ben was more than willing to comply. They drove out and Apacci directed him to a hilltop overlooking Bellwood. Had he been in his right mind, he would have noticed the romantic setting. But right now he was too worn out to notice.

"Sorry our date wound up like this," Ben told Apacci sincerely.

Apacci shrugged. "Hey, I got to have fun and help save the day. Not really a bad date after all."

"Really?" Ben asked, grateful that he hadn't completely ruined her night.

"But," Apacci went on. "There is still one thing I'd like to do."

"Anything," Ben assured her.

Apacci gave a big smirk that suddenly made Ben nervous. Suddenly she grabbed him and crashed his lips into a deep and passionate kiss, her tongue already roaming his mouth, exploring every inch. Initially shocked, Ben soon got into the swing of things and returned Apacci's affections. The tomboyish Arrancar crawled out of her seat and into Ben's lap, throwing her arms around him. Ben embraced her and the two just made out till their need to breathe kicked in.

"Whoa," Ben said, suddenly feeling dizzy from the kiss.

"So," Apacci said, suddenly shy. "Did you like it?"

Ben gave her a lopsided grin. "I'd be lying if I said I didn't."

Apacci beamed. "I'm glad. I was...afraid that I wasn't as good as...the others."

Ben noticed her nervousness. He smiled and gave her a soft peck on the lips to assure her. She looked into his eyes and they resumed kissing again. While this was much slower, it was no less passionate. Ben got an idea in his head and pulled away. Apacci panicked, fearing she had done something wrong, but her worries melted when Ben started planting kisses along her neck while tracing circles along her back with one hand and using the other to caress her face. She moaned when Ben reached a sensitive spot on her neck. Smirking, Ben gave the spot a slight nip before sucking on it. Apacci's eyes widened when she realized that Ben was giving her a hickey. Oh, she wished this was happening in her gigai to show off to Mila Rose later. Ben eventually pulled away to admire the bruise that was starting to form on his girlfriend's neck.

"Thank you," She whispered softly. Ben smiled and the two started kissing each other once again. As they did, Apacci noticed a heat that was starting to build up inside her while Ben noticed his pants felt unusually tighter and turned crimson when he realized how aroused he was. Apacci noticed this as well and smirked at him. "Getting rather excited, huh?"

Ben sheepishly looked away but Apacci laughed. "Hey, I don't mind if I turn you on. After all...you turn _me_ on." Ben's face became an even darker shade of red as Apacci laughed. "We should probably head back by now before your mom worries."

"Y-yeah," Ben mumbled. Apacci shifted out of his lap and got back in her own seat. Ben started up the car as they both buckled up.

"Thanks again for taking me out tonight," Apacci said with a smile. "I _did _enjoy it."

Ben smiled back at her. "I'm glad. All five of you...you girls mean a lot to me. I want you all to be happy."

Apacci blushed at his words.

As they drove home, Ben thought about all the dates he had with his girls. He couldn't say that he loved them just yet...but he had a feelings things were definitely going in the right direction.

* * *

><p>"That bug guy has potential. Did you see what he was capable of?"<p>

"Are you sure he would join us?"

Hiding in a nearby alleyway, despite their cloaks making them undetectable, were none other than Loly and Menoly. The two had indeed been taking time for Loly to recover from her encounter with Toepick. Her hair was now permanently snow white from the experience, giving her another reason to despise Ben. They had been trying to learn more about Ben and his enemies but had very little success. That is, until today when the whole Clancy incident had taken place. The two didn't dare make a move with so many Espada out and about (their previous defeat _finally _caused Loly to be a little more cautious), but they had witness what Clancy was capable of. That, and the fact that he was Ben's enemy, made him an instant interest to Loly.

"We're giving him the chance to kill Tennyson," Loly told Menoly. "Of course he'd join us. We just need a way to communicate with him." The two then paused as some new voices were heard coming from nearby.

"This is pointless, Ggio. We've been looking for days. We'll never find them."

"Shut up, Parduoc! They're here. We just need to keep looking."

Menoly and Loly's eyes widened. They recognized those voices. The two dashed out the alleyway and saw Ggio Vega, Choe Neng Poww, and Nirgge Parduoc.

"Do you think they will help us?" Poww asked Vega.

"They want to kill Tennyson, we want to kill Tennyson," Vega said. "How could they refuse?"

Loly and Menoly couldn't believe their ears. Other people that wanted to kill Tennyson! Seeing a perfect opportunity, Loly threw off her cloak that hid her presence. "Hello, boys."

The three former Fraccion turned in the direction of the voice, taken by surprise at actually running into their quarry. Ggio grinned. "So...we finally found you."

"What's this I hear about you guys wanting to kill Ben Tennyson?" Loly asked, smiling nastily.

**End of Chapter**

**Well, everyone. Here's the chapter to Bleach: Ultimate Alien at long last. Personally I didn't expect it to get this long. I know Apacci's date wasn't all that compared to the previous dates, but you guys were getting tired of all the filler and I wanted to get back on plot. Like I said earlier, there's still going to be romance but I'm making it more of a side thing now thank goodness. I love romance but I let it get way too carried away in this story (As if the girls constantly saying how much they love Ben wasn't the first clue.) Speaking of which, I'm going to make Nelliel the prominent love interest in this story since Harribel is the main focus in the Bleach: Omniverse stories. All the girls will still get their moments though, I promise.**

**Darkmachines, your character is interesting and all, but I'm not gonna use him. I don't know if bringing in any OC characters would be a good idea and I've seen you ask other people in reviews to use him. So basically you're just using other people's stories to promote your own character. I'm sorry, but that won't happen in mine.**

**Well, everyone. Take care and I'll see you next chapter.**


	15. Revenge of the Swarm

**Disclaimer: Ben 10 and Bleach do not belong to me.**

**Special thanks to Pyromania101 and Kamen Rider Chrome.**

**Well, everyone. Here is the latest chapter of Bleach: Ultimate Alien. As you can tell from the title, this is the canon episode that introduces Elena to the animated series. I do have some plans for her in the future so I thought I would go ahead and bring her in. Enjoy.**

**Revenge of the Swarm**

Nelliel was making her way homeward from the bookstore. The store had a big time sale for the release of some new mystery novel. It was part of a series about a female detective, which was a hit seller according to readers there. The manager allowed Nelliel to have a copy, highly recommending it. Nelliel hoped to read it sometime tomorrow. For now, she just wanted to get home. As she rounded the corner, she spotted the Tennyson house. Nelliel picked up the pace, looking forward to collapsing in her nice soft bed.

But then she thought she saw something. There was a man right in front of the window to Ben's room. It was hard to make him out due to the large trenchcoat and fedora he was wearing. Nelliel narrowed her eyes. Anyone sneaking around a person's house this late at night only meant trouble.

Nelliel started running, ready to confront this mysterious prowler. Just then the curtains to Ben's room pulled back, showing Ben facing the intruder. He stepped away from the window but then there was a flash of green light and Cannonbolt shot out, tackling the man to the ground. Suddenly, mechanical tentacles seemed to come out of the man's body. A few wrapped themselves around Cannonbolt and hoisted him into the air. Cannonbolt then changed to Goop, his slimy body oozing its way out of the tentacles' grasp. Goop body-slammed the man but suddenly the man transformed into…Nelliel couldn't tell what it was but it looked like a swarm of flying metal. The metal flew away from Goop and disappeared into a nearby sewer grate.

"Ben!" Nelliel called out as Goop reached inside the grate, pulled something out, and turned back into Ben. Ben looked over at her.

"Nelliel?" he asked as she got closer.

"Ben, who was that?" Nelliel asked. "Why did he attack you?" Then she noticed the thing in his hand. It was metal in a sort of diamond shape with a small slit in the tip. Upon closer inspection, it looked like some kind of microchip. "What's that?"

"That was Victor Validus," Ben replied. "Somebody I met a while back. I don't know why he attacked me. As for this," he held the microchip up, "this is trouble."

"Should we get the others?" Nelliel asked.

"I'm gonna get Kevin and Gwen first," Ben said. "Find out what's going on. Then I'll tell the others if I have to."

Nelliel nodded. "Yeah, that sounds good." When they went inside, she looked at him in concern. "You gonna be okay?"

"I'm a little shaken up," Ben admitted. "But I'll be fine."

Nelliel smiled and gave him a quick kiss before heading off to her room. Ben just smiled and shook his head before going back to his room to get ready.

* * *

><p>Ben had called Kevin and Gwen to have them meet at Mr. Smoothy's. Ben and Nelliel got there a little earlier so Ben could fill Nelliel in on the microchips. Apparently they were a sort of insect machine race that could enslave people's minds, and Victor Validus had been researching the microchips but got enslaved by their Queen, who was using him to mass produce more microchips so that she could enslave the world. But with help from Victor's daughter, Elena, Ben was able to destroy the Queen as Nanomech and ended the threat of the microchips. Or…so everyone thought.<p>

Kevin and Gwen soon arrived in Kevin's car. After sharing greetings, Ben told them about what had happened the previous night. Ben had a nightmare about Validus and then…there he was.

"I guess I must've seen his shadow and that's what made me dream about him," Ben said.

"It's a little strange that you could have a dream about Validus and then he's suddenly right in front of your window," Nelliel said. "Kinda creepy."

"So you actually saw Validus?" Kevin asked Nelliel. He was a bit skeptical about the whole thing.

She nodded. "Yeah, he was standing right outside Ben's window when I was on my way home. Ben has one of the microchips."

Kevin and Gwen's eyes were immediately on Ben. He reached into his pocket and pulled it out for them to see. Gwen studied it carefully while Kevin rolled his eyes.

"We already had to deal with one bug problem. We don't need another," he groaned.

"So what do we do?" Nelliel asked.

"We need to find Validus," Ben said.

"How do we do that?" Nelliel wondered.

"He has a lab in town," Kevin explained. "We go there, we find Validus."

"Should we tell the others?" Nelliel asked.

"Nah," Kevin said. "Even if the microchips are somehow back, I think one Arrancar is more than enough to stop them."

"Are you sure?" Nelliel asked. "If these things can take over people's minds…"

"Take over _living _people's minds. Technically, you're dead so even if they took over your gigai, you'd be free if you left it."

"And what if I'm not able to…?" Nelliel started to argue.

"We're wasting time," Gwen said. "Let's just head to the lab and see what we can dig up. _If _we need help from the others, we'll be sure to contact them."

Nelliel was satisfied with that. Rather than take both cars, Nelliel and Ben simply hopped into the back seat of Kevin's car. They drove off to another part of town where Validus' lab was. Once they got outside, they gathered around the door.

"Ready?" Ben asked the others.

Kevin absorbed the metal from a nearby pipe. "Ready."

Gwen gathered mana around her hands. "Ready."

Nelliel raised her fists. "Ready."

Ben activated the Ultimatrix and transformed into Terraspin. He smashed down the door (along with part of the wall) and ran inside. But he failed to notice a mop bucket lying nearby. He tripped over the bucket, spilling all the water. Terraspin slid along the now soaked floor before coming to a stop near the other side of the room. Seeing a pair of feet in front of him, Terraspin looked up to see a janitor, holding a mop, looking down at him. As he got up, the others joined him.

"Where's Validus?" Kevin demanded, pointing at the janitor.

"Who are you?" the janitor asked, holding the mop in front of him like a weapon.

Nelliel stepped forward. She spotted a name tag on the man's chest and saw that his name was Egor. "We're sorry for intruding but we're looking for Victor Validus. Do you know where we can find him?"

"6255 Pleasant Hills Road," Egor replied, slowly lowering the mop.

Nelliel's eyes widened. She had become familiar with the layout of Bellwood so as not to get lost. "The cemetery? You mean he's…?"

"Was a big shock," Egor said. "One minute, fine. The next, poof. Gone."

"Did you know him very well?" Gwen asked.

"Few years," Egor admitted. "I helped him with experiments. Nice man. Can't believe I'll never see him again."

"Did he show any signs of health problems?" Nelliel asked. Having read a few detective novels, she couldn't resist the chance to play one out.

"Not that I know of," Egor replied. "He always looked in good health to me. If he did have problems, he didn't show."

"Sounds pretty coincidental," Kevin said, eyeing Egor with suspicion.

"Anyone can die," Egor said with a smirk at Kevin.. "_Anytime_. Even you, smart guy." With that, Egor walked off.

* * *

><p>With nothing else to find in Validus' lab, the gang hopped back in Kevin's car and drove off.<p>

"There's something about that janitor I don't like," Kevin said.

"Yeah, he stood up to you," Ben retorted with a grin.

"Nah," Kevin said, though the guy smart-mouthing him had been a bit annoying. "It's something else."

"Do any of you three know how to get to the cemetery?" Gwen asked the others.

"Later," Ben said. "We've got another stop to make."

"Really?" Nelliel asked. "Where?"

Ben smiled at her. "Nelliel, I'm gonna show you the Plumber Academy."

* * *

><p>The Plumbers Academy, the place where people went to become full-on Plumbers. It was more majestic than it sounded. They had hopped into the Rustbucket III and flew off from Earth. Nelliel couldn't believe the academy was so close to their planet. When they arrived, Nelliel was greeted to alien creatures of all kinds. Sure it wasn't as diverse as that amusement park but still…<p>

They asked about Elena and were directed to a Galvan that rode on a small hover-disk. After giving a lecture to some of the students, he rejoined their little group.

"Now where was I?" he asked himself. "Oh, yes. Elena. One of our best students. She would have made an excellent Plumber someday." He started hovering down the hall.

"Did she say why she was leaving?" Ben asked.

Before the Galvan answered, he stopped to see two of the students sparring. "Lead with the left, Drax. The left!" Then he resumed talking to Ben. "Elena was shattered by her father's death, as you might imagine. She couldn't concentrate on school."

"I can imagine," Nelliel said sympathetically. "Do you think she'll come back?"

"Not likely," The Galvan said. "When her father passed, she went back to Earth and took over her father's research on the alien microchips. No one alive knows more about them than she does."

"That's why I'm trying to find her," Ben explained.

The Galvan led them to his office. He flew over to his desk and went over to a Plumber's badge resting on it. He touched it and the holographic image of a map appeared. "I just sent her new address to your badges."

Ben checked his Ultimatrix while Kevin and Gwen checked their badges. Sure enough, the coordinates were now in place.

"Thanks," Ben said. "I…" But he was interrupted by an explosion in the room across theirs.

"Not the chlorine, the fluorine!" the Galvan shouted as he hopped on his hover disk and flew to a pillar of smoke from the other room. Ben checked his Ultimatrix again.

"'That's why I'm trying to find her'," Kevin repeated as he smirked at his friend. Nelliel looked at him curiously.

"What?" a confused Ben asked. "It_ is_ why."

"You sure?" Kevin asked teasingly. "Not thinking about adding Elena to your harem?"

Nelliel frowned at those words. "What?"

Kevin grinned. "Oh, you didn't know that Ben and Elena used to have a thing for each other?"

Nelliel crossed her arms. "No, Ben didn't mention that."

"That's in the past," Ben assured her. "Elena and I don't like each other that way anymore."

Nelliel raised an eyebrow. While she was fine with sharing Ben with the other girls, she wasn't particularly thrilled at the thought of adding another girl to their group.

"We're just friends, Nelliel," Ben told her reassuringly. "That's all."

* * *

><p>The gang had returned back to Earth and headed to Elena's new address, a warehouse. Ben had knocked on the door and was greeted by a pretty girl his age with medium-length black hair and black eyes with long lashes. She wore a white lab coat over a v-neck black mini dress and black flats. Her face lit up at seeing Ben.<p>

"Ben!" She threw her arms around him. Ben froze up and nervously looked back. Nelliel was glaring at Elena while Kevin just smirked.

"Just friends," Kevin snorted in amusement. Ben cringed. He hadn't expected Elena to be so…_thrilled_ at seeing him again.

"Come in," Elena said, removing herself from Ben but taking hold of his hand. "Let me show you around." She pulled Ben inside. Narrowing her eyes, Nelliel followed them inside with Kevin and Gwen going in after.

Inside they found all kinds of high tech equipment. Elena was showing Ben her large computer with images of the alien microchips on them. Another machine was showing a holographic projection of one. And at the end of the building was some kind of chamber. And inside of it was…more of those microchips!

"Most of this came from my father's lab," Elena said proudly. "The rest I built myself."

"Pretty incredible, Elena," Ben said, impressed after looking at some of the equipment.

Elena smiled. "My dad set the bar pretty high."

"Elena," Gwen said hesitantly. "Are you sure you should be doing this?"

"What?" Elena asked. "Studying the alien microchips. How could I not?"

"From what I've been told," Nelliel said, eyeing Elena warily. "The microchips are really dangerous."

Elena looked at her curiously. "Who are you, anyway?" There was no malice in her question. She genuinely wondered who this girl was.

"Nelliel Tu Odelschwanck," Ben said, going over to the Arrancar and taking her hand in his. "My girlfriend."

Nelliel, surprised by Ben's actions, gave him warm smile and squeezed his hand. Elena's eyes widened but she quickly recovered. Kevin noticed this.

Elena went on, "While the chips are dangerous, they _can _be used for great good. In fact, they could probably solve half the problems of the human race. Build bridges, maybe even entire cities. And all anyone would have to do is think."

"But is it worth the risk?" Nelliel asked. She hesitated with her next question. "I…I'm sorry to bring this up but wasn't researching the microchips what led to your father getting controlled by them?" Elena looked at her feet sadly and already Nelliel felt bad for bringing up a sore subject. "I'm sorry. I didn't mean…"

"It's alright," Elena said softly. "When my dad was studying the microchips, he didn't know what they were capable of at the time. Luckily, I'm prepared."

She went over to the chamber and pressed a button a keyboard. A large mechanical arm within the chamber reached in and grabbed one of the microchips. Elena pressed another button and the arm brought the chip over to the chamber door. Elena pressed another button and the door opened.

"Elena, don't!" Gwen cried.

The arm released the chip but just as it was about to go through the door, red electricity zapped the chip, frying it into dust. The door then closed.

"Force-field," Elena explained to the stunned heroes. "My fail-safe device. None of the chips can ever leave that compartment."

"Yeah?" Kevin asked skeptically. "How do you explain this?" He held the microchip Ben found in front of Elena's face. Surprise and curious, Elena brought the chip over to what appeared to be an extremely high tech microscope.

Elena studied the chip carefully. "It's not one of mine."

Nelliel frowned. How could it not be one of hers? It looked exactly the same as the ones in this lab.

"It has to be," Gwen urged. "Where else could it have come from?"

"That's what we have to find out," Ben said. He looked at Elena. "And we need you to help us, Elena. You know more about these things than anyone else in the world."

"Ben, I'd like to help," Elena said. "But what I'm doing here; it's just too important." She then smiled at him. "Maybe you could help me. This could change the whole world, you know."

Nelliel gritted her teeth. Dangerous microchips were on the loose and Elena wasn't the least bit concerned. And on top of that, she was flirting with Ben!

"These could change the whole world, too," Kevin said, taking the microchip from Elena's equipment. "But not in a good way."

"Ben's gotta help us find out where they came from," Gwen added. "He doesn't have time to be a lab rat. Right, Ben?"

Ben noticed the smile Elena was giving him. "Uh, right." He awkwardly shifted away from her to join the others. Elena just continued smiling as the gang left.

* * *

><p>Inside Kevin's car, Nelliel was sulking as she looked out the window. Her arms were crossed and she had a little pout on her face. Kevin was eyeing Ben and Nelliel from the rear view mirror, a smirk clear on his voice. Boy, Ben sure knew how to get into the doghouse. The gang had stopped by Burger Shack. Ben and Nelliel wenthome while Kevin and Gwen stayed. Right now they were inside with Kevin helping himself to a burger while Gwen sat with him.<p>

"It's just too dangerous," Gwen said out of the blue.

"I wouldn't go that far," Kevin said. "Funny, maybe."

Gwen raised a brow at her boyfriend."Elena and those microchips are _funny_?"

"Oh them," Kevin realized. "Yeah, they are dangerous." He took a sip from his drink.

"What were _you_ talking about?" Gwen asked.

"Elena and Ben," Kevin replied.

Gwen was confused. "What about them?"

"She's still into him," Kevin explained. "And she's not happy that Ben's got somebody else in his life."

"Are you sure?" Gwen asked in concern.

"Didn't you see the way she was acting around him?" Kevin pointed out. "And the way she acted when Ben said Nelliel was his girlfriend?"

Gwen pinched the bridge of her nose. "Please tell me we're not adding Elena to Ben's…Ben's…"

"Harem?" Kevin asked playfully. Gwen glared at him. "Just saying it like it is. Anyway, I doubt it. Elena's not the type to share. If she learned about the others, she'd probably go ballistic."

Gwen sighed. Once again, her doofus of a cousin managed to land himself into more trouble.

But unknown to the two of them, Victor Validus was approaching the establishment. Once he spotted them, he transformed into a swarm of microchips.

* * *

><p>Back at Ben's house, Ben, who was trying to do some research, looked over at Nelliel, whose nose was buried deep in her book. But Ben knew that she wasn't all that into it. Whenever she read a book, she would read it with a passion. He sighed as he put his notes down.<p>

"Nelliel, there is _nothing _going on between me and Elena."

"I don't know what you're talking about, Ben," Nelliel said as she turned a page in her book. She naturally gave her boyfriend the benefit of a doubt but…well let's just say that Nelliel was a little possessive since she had to share Ben with four other girls.

Ben rolled his eyes. Then he remembered what Kevin said a while back. Deciding to take a chance he went over to her from behind. Hearing him, Nelliel was about to ask what he was doing when she felt his hands on her shoulders. Before she could say anything, Ben started to softly rub them. Nelliel wanted to speak out but…the massage Ben was giving her felt so good.

"Come on, Nelliel," Ben said to her softly. "Elena and I are just friends. I already have you, Tia, Apacci, and the others. Why would I want anyone else?"

"No…no fair," Nelliel nearly whimpered as Ben worked his magic. She struggled to fight back a moan.

Ben smiled as he gave her a little kiss on the cheek. "Elena and I are only friends, Nelliel. I promise."

"Fine," Nelliel relented, pouting at Ben's actions. Ben just chuckled at gave her another kiss on the cheek. "That was a low blow."

"What? It worked didn't it?" Ben joked, ducking as Nelliel half heartedly threw a couch pillow at him. "Though…you are really adorable when you pout."

And Nelliel pouted some more. But whether it was because she was annoyed or because Ben said she was adorable was unknown.

Just then the door opened and Apacci, Mila-Rose, and Sung-Sun walked in.

"Hey, girls," Ben greeted them as they walked in.

"Hey, Ben," Apacci said as they walked in. She noticed the books on the couch table. "Doing homework?"

"Something like that," Ben said.

Sung-Sun tilted her head curiously. "Does it have something to do with a case?"

"Microchips," Ben replied. He went over to his hoodie. "I'll show you." He reached into its pockets but found nothing. He blinked in confusion. "Where did it…?"

Nelliel's eyes widened as she remembered. "Ben, did you ever get it back from Kevin?"

Ben smacked his forehead. He completely forgot that Kevin still had it. He grabbed his jacket and just got out the door when he paused and looked back inside. "Hey, Nelliel. You want to go out later?"

Nelliel was taken aback by the sudden question but there was no way she would refuse. "I'd love to."

Ben smiled and started running to his car. Apacci, Mila Rose, and Sung-Sun looked back at Nelliel, who had a big smile on her face. Then they glared at each other. Nelliel may have beaten them to the next date, but they weren't going to lose to each other.

* * *

><p>At the Burger Shack, Kevin and Gwen were hoisted into the air by Validus' tentacles. Both had their arms restricted, leaving them unable to fight back. Validus threw Kevin to the side effortlessly. The Osmosian bounced off the ground before hitting it again.<p>

At that time, Ben drove up in his own car. He got out just as Kevin started sitting up. Good thing Osmosians were so durable. Once he was sure Kevin was alright, Ben ran toward Validus. He slammed the Ultimatrix dial down, transforming into Water Hazard. Validus turned only to receive a punch to the face. The blow knocked Validus back and he released Gwen as well. As she started falling, Water Hazard quickly shot a jet of water and turned it into bubbly foam, creating a cushion for Gwen to land on.

With Gwen safe, Water Hazard could focus on Validus. He charged at the man, creating a slashing motion with his water. But Validus turned into his swarm form. The water scattered the chips but they simply regrouped and dove into a nearby manhole. Water Hazard glared at the manhole as Kevin and Gwen went over to him.

"He was willing to fight us, but not you, Ben," Gwen said, though that was rather obvious. "It doesn't make any sense."

Kevin narrowed his eyes. "Something else doesn't make sense either."

* * *

><p>Kevin, Gwen, and Ben were now at the Bellwood Cemetery, at the grave of Victor Validus. Kevin absorbed rock from the tombstone, coating his body. He looked at Ben.<p>

"If any of your aliens are good at digging, now would be the time." He turned his right hand into a shovelhead.

Ben frowned. Armodrillo was obviously the right choice but…"I'm still not convinced this is such a good idea."

"How else are we going to prove Validus isn't dead?" Kevin pointed out.

Gwen decided to take an alternative approach. Her eyes glowed pink as she scanned the grave with her powers. "There _is _someone down there." She scanned further. "And it _is _Victor Validus."

"I could have told you that."

The trio turned to see Elena, minus the lab coat, walking toward them.

"Elena?" Ben asked in surprise. "I thought you didn't want to help."

"Changed my mind," Elena answered.

"But your research was so important," Gwen reminded her.

Elena focused on Ben. "Friends are important too."

Kevin frowned. _Friends. Yeah, right._

* * *

><p>The four gathered at Mr. Smoothy's, sitting at an outside table. Apacci was off today, much to Ben's disappointment. He was looking forward to seeing her. Instead, he, Gwen, Kevin, and Elena just sat around.<p>

"What I'm wondering," Gwen said. "Is why would these new chips take the form of your father?"

Elena played with her straw. "Habit? They know it from when they attacked us before. They must've imprinted on his form."

"But what do they want?" Ben asked. "Last time they tried to take over everyone and everything. But this time…"

"I know what they want," Kevin grumbled. "They want to kill me."

"And me," Gwen added.

"But not me," Ben pointed out.

"How so?" Elena asked.

"It ran from me twice," Ben explained.

Elena smiled. "Maybe it was afraid of all those aliens you have on your wrist."

"Then why wouldn't it have been afraid of me?" Gwen asked. "Or Kevin? We're not exactly powerless, you know."

"I'm a scientist," Elena excused herself. "Not a detective."

Kevin got up. "Well I'm gonna do some detective work." He looked over at Ben. "Coming?"

"Later," Ben told him. "I'm taking Nelliel out in a little bit." Elena frowned at that. This time, Gwen noticed. "Although we should probably find a restaurant that doesn't have a hole in it."

"Suit yourself," Kevin said as he headed over to his car. Gwen kept her eye on Elena as she followed Kevin to his car. Only once Kevin drove out of Mr. Smoothy's did she say something.

"I think you might be onto something about Elena," she told Kevin. "Did you see the look on her face when Ben mentioned Nelliel?"

"What'd I tell ya?" Kevin said with a hint of smugness. "She's still into Ben, big time. Only problem for her is that he doesn't feel the same way."

"You sure?" Gwen asked.

"Yeah, if Ben was still into her, he would have acted like an idiot by now," Kevin explained. "Or at least more so than usual."

"Will that be a problem?" Gwen asked worriedly.

"Probably," Kevin said. "But come on, Elena's _mild _compared to our other issues. I mean, what's the worst she could do?"

Gwen frowned. "Well…she_ could_ use the microchips. But she wouldn't use those over a simple crush."

Kevin's eyes narrowed. "Or would she?"

Gwen frowned. "Kevin, you're not saying…"

"Think about it, Gwen," Kevin said. "Validus is dead and Elena's the only other expert on the microchips. It would explain why the chips always ran away whenever Ben showed up. Elena didn't want them to hurt him."

Gwen wanted to argue but Kevin's claim made loads of sense. Was Elena really using the microchips to get with Ben?

"But if she's only after Ben, why would she attack us?" She asked.

"I don't know," Kevin said. "But I'm going to find out."f

* * *

><p>Nelliel was taking a stroll, looking for Ben. She really needed to get a cellphone. Sure beat having to walk around Bellwood looking for him. When she arrived at the Burger Shack, she noticed that neither his nor Kevin's car was there anymore. What's more, Burger Shack was closed for repairs. What happened here?<p>

It was then that Nelliel noticed a shadow moving out of the corner of her eye. Like _that _wasn't suspicious. Nelliel followed the shadow to around the back of Burger Shack. Nothing. Absolutely nothing. Maybe it was just her imagination. Or a stray cat. Nelliel always thought about getting a pet but she had a feeling that it wouldn't be a good idea. She turned around and prepared to go back…only for her eyes to widen in utter shock. She tried to scream but her voice muffled before she had the chance.

* * *

><p>Ben had finally gotten home, ready to pick up Nelliel, only to notice she wasn't there. Apacci explained that she had headed out to Burger Shack to see him. A little exasperated, Ben hopped back into his car and drove to Burger Shack. Of course she wouldn't know what had happened recently.<p>

_I really need to get the girls cellphones, _Ben thought as he pulled into the Burger Shack. It was already boarded up and a few teens were already there.

"Hey!" he called to them as he got out. "Anyone seen a woman with green hair?" It wouldn't be hard to spot her, considering Nelliel was the _only_ woman in Bellwood with green hair.

"She went around the back," a teen replied.

Ben was curious as to why Nelliel would be around back. "Thanks." He went over around the back. But his girlfriend was no way to be seen. "Nelliel?" Then he spotted something on the ground. His blood ran cold as he picked it up. It was another microchip. "No."

* * *

><p>When they reached their destination, Gwen noticed that they were back at Validus' old lab.<p>

"What are we doing back here?" she asked, getting out of the car regardless.

"I think that janitor might know something," Kevin explained as he walked over to the still gaping hole Ben had left. Sure enough, Egor was there.

"What are you doing back?" he asked.

"Do you know anything about Victor Validus' daughter?" Kevin asked him.

"The crazy girl?" Egor asked in surprise. "Yeah, I helped her move her father's equipment."

"Crazy?" Gwen asked. "What makes you think that?"

"Way she talks," Egor replied. "Always saying "We" or "Us" when it's just her. Who does she think she is, the Queen of England?" With a shrug he went back to do…whatever it was he was doing. Gwen felt a pit of dread build up inside her.

"Not the Queen of England," she realized. "The Nanite Queen!"

Kevin was taken aback by this. While he suspected Elena of using the chips, he didn't think she was actually the one being controlled. "I thought the Queen was dead."

Gwen frowned. "Long live the Queen," she said dryly.

* * *

><p>Back in her lab, Elena was studying some of the microchips when she heard a knock at the door. She went over and opened the door. Much to her delight, it was Ben standing outside. "Ben!" But Ben stormed his way into her lab and he did not look happy. "What's the matter?"<p>

Ben turned around held the microchip he discovered. "I found another chip."

Surprised, Elena led Ben over to her microscope. Ben placed the chip in the viewing slot and Elena began analyzing it. Ben stood by with his arms folded and a really really crossed look on his face. After studying it for a moment, Elena concluded. "This isn't one of mine, either."

Unfortunately for her, Ben wasn't satisfied. "Prove it." He demanded before grabbing the chip from the scope. "I want to compare it with one of yours."

Elena was hesitant. She looked over at the compartment her chips were stored in. "Mine are all in the…"

"They're the same, aren't they?" Ben questioned her. Elena opened her mouth to argue but Ben wouldn't have it. "Aren't they?!"

Elena lowered her head. "Yes."

Ben glared at her fiercely. "You've learned to control the chips! And you've been using them to destroy anyone that got between you and me! That's why they tried to kill Gwen and Kevin but wouldn't fight me. And now you sent them after my girlfriend!" He grabbed Elena by her shoulders and got right up in her face. "If you've hurt Nelliel, Elena. So. Help. Me."

If Ben wasn't holding her, Elena would have stepped back in fright. Anger burned in his eyes and he looked ready to explode. Suddenly she frowned. "She means that much to you?"

Ben's eyes narrowed. "Yeah. She does."

Elena glared at him now and suddenly shoved him. And that simple shove was enough to send Ben flying back to the wall. Ben hissed in pain as he slid to the floor. If it wasn't for his new durability and healing factor, that _really _would have hurt.

"So," Elena said menacingly as she started approaching him. "After everything we went through, everything we shared, you just threw it to the side for some big boobed bimbo with green hair?"

Ben glared at her. "You don't know anything about Nelliel!"

"I know she stole you from me," Elena said coldly. "When its me you should be with!"

Suddenly her body changed. Her body was now black with blue lines, a blue face, pure white eyes, and four horn-like structures sticking out of her head.

Ben glared at her. "So…it _was_ you."

"_Us_, Ben," Elena corrected in a now more mechanical voice. "Some of the chips hid inside of me so that the ones inside my father could be sacrificed. We built the false Queen to mislead you."

"And I fell for it," Ben figured. He started sitting up. "What happened to you, Elena? Why did you let the chips control you?"

"They aren't controlling me," Elena argued. "They _are _me. And I am them! They give me what I want. They fulfill my deepest desires, even the ones I don't know I have!" She walked over to Ben and started caressing his face. "We could fulfill your deepest desires, too."

"Elena," Ben said firmly. "I'm sorry. I still care about you but not the same way you do. Don't do this."

Elena snarled at him. "Why? So you go back to your precious, Nelliel? I don't think so."

Ben clenched his fists. "Where is she, Elena?"

Elena chuckled. "If you want her to be safe…you'll do exactly as I say."

Ben grit his teeth. He knew Nelliel could look after herself but he didn't know how much of a fight she could put up against the microchips with so much of her power cut off. And he'd never forgive himself if something happened to her.

Suddenly the doors to what Ben assumed was the storage room flew off their hinges. Ben turned his head to see a very pissed off Nelliel glaring daggers at Elena.

"Get away from my boyfriend!" she thundered before lunging at Elena like a wild animal. The possessed girl was too surprised to defend herself as Nelliel delivered a powerful punch to her face. The blow knocked Elena backwards, hitting the wall the behind her. Nelliel ran over to Ben. "Are you okay?"

"Yeah," Ben said as he got up. "Remind me to thank the Hogyoku for giving me a healing factor."

Nelliel smiled at him before she noticed Elena getting up. She took a fighting stance as Elena hissed at her.

"Stay out of the way!" Elena yelled. She raised her hand and sent a swarm of chips at the two. Nelliel pushed Ben down to dodge the swarm. As the chips struck the wall, Nelliel got up and charged at Elena. Elena was about to unleash more microchips but Nelliel pinned her to the ground. Ben was about to intervene when he noticed the chips Elena previously fired were swarming to attack Nelliel.

"Oh no, you don't!" Ben slammed the Ultimatrix dial down and transformed into Brainstorm. He opened his brain and fired a blast of electricity at the swarm. They shook and trembled. Elena, sensing her microchips in pain, looked over at Ben and snarled. The chips changed their shape to look like Victor Validus. And what was worse, they created two more copies of Validus. Their tentacles thrashed wildly for battle.

Nelliel realized the danger Ben was in and punched Elena in the face. Elena glared at her and dispersed into a swarm of chips to get away from her, reforming a few feet away. At that moment, the door to the lab opened and Kevin and Gwen walked in.

"What'd I tell ya?" Kevin asked Gwen upon seeing what was going on. "From now on, just call me Sherlock Levin."

One of the Validus clones shot one of its tentacles at the wall beside them, creating a nasty hole. Deciding it was time to stop gloating, Kevin charged at one clone while Gwen charged at another. She created a small mana shield as the clone she was facing unleashed a fury of swipes with its tentacles. Kevin's opponent grabbed him and flung him across the room. Braintstorm was firing lightning bolts at his clone opponent, who was making an effort to dodge the blasts. Brainstorm then created an electrical force field around himself. The Victor clone grunted in frustration when it saw that it couldn't harm him.

Nelliel and Elena were facing off again.

"I'll make you pay for taking Ben away from me!" Elena screeched. She morphed her arm into a gun and started firing more microchips at her rival. Nelliel rolled to the side and tried to close the distance between herself and Elena. She had already been captured by those microchips before and she was not looking forward to going through it again.

Elena was prepared this time, leaving her and Nelliel to grapple with each other. While Elena had the microchips on her side, Nelliel was the superior combatant. She proceeded to headbutt Elena, stunning the girl long enough for her to flip the nanite controlled girl to the ground.

"Elena, what you're doing is wrong!" Nelliel cried.

"Shut up!" Elena yelled, leg sweeping Nelliel. As the green haired Arrancar hit the ground, Elena jumped at her but Nelliel kicked the controlled girl off of her.

"Alright!" Kevin cheered as he dodged the tentacles of his opponent. "Cat fight!"

"Seriously?" Gwen asked him as she grabbed the lower tentacles of her opponent and yanked them, causing him to fall.

Brainstorm, safe in his force field, looked over to see Nelliel and Elena fighting. Rather than use her microchips, Elena was relying more on her martial arts training. With her strength amplified and Nelliel's suppressed, they were pretty evenly matched.

Elena lashed out with her leg and Nelliel grabbed it before delivering a palm strike to Elena's abdomen. The blow caused Elena to stagger back. Nelliel came at her but Elena knocked her upside the head with a spin kick. Nelliel hit the ground and Elena jumped on top of her, grabbing her windpipe and trying to crush it. Nelliel gasped at the lack of air before she quickly struck her hands against both sides of Elena's head. Stunned, she slumped down, grabbing her head and groaning. Nelliel picked herself up and grabbed Elena in an arm lock. She knew it wouldn't hold the girl for long but hopefully long enough.

"I'm sorry for things turning out this way, Elena," Nelliel said sincerely. "But this isn't right."

"So what?" Elena snapped at her, forgetting all about turning into a swarm of flying out of Nelliel's grip. "Do you know what it feels like to have your heart broken? For the person you like about to just cast you aside?"

Brainstorm was guilt-driven at the pain in Elena's voice. He never meant to hurt her. He just didn't see her the way she saw him. Was all of this his fault?

"I don't," Nelliel admitted. "And, if that ever happened, I don't think I could bear it. But I do know that this isn't the way. How can you say you care about Ben when you're doing all these things to him?"

Elena froze.

"If you really cared about him, you wouldn't be trying to ruin his life, hurt those close to him. You wouldn't be trying to hurt _him_."

"It's…what I…want," Elena argued but the conviction in her words was lacking.

"It's what the _microchips_ want," Nelliel countered. "I know there's still you in there, Elena. Is this what _you _want?"

Elena shook, not from trying to get out of Nelliel's lock, but from a conflict within herself.

"Fight them," Nelliel urged. "You are Elena Validus. You are the one in control, not them!"

Elena grit her teeth as the microchips fought with her mind for dominance. She looked at Nelliel. "Let me go, Nelliel."

Uncertain if Elena had truly gained control of the chips, Nelliel hesitantly released her. Elena turned around and walked over to the compartment where the other microchips were stored. She pressed a button and the door to the compartment opened. The chips within started flying to the door, only to be obliterated by the force-field.

Brainstorm's eyes widened. "Elena, don't!"

"There has to be another way!" Nelliel cried.

Elena shook her head sadly. "There is no other way. I can't risk the chips controlling me again. I have to do this."

"Please, no!" Nelliel pleaded. "Come with us. We can help you!"

Elena looked back at Nelliel and smiled. "Take care of Ben for me."

And before anyone could say anything else, Elena stepped into the force-field. She screamed in agony for only a minute before her body was completely reduced to dust. The Victor clones burst into their microchip forms and fell to the ground. With their Queen dead, they were inactive. The threat of the microchips had finally ended, but at a cost.

Nelliel and Ben stood at the door compartment where Elena's ashes now stood. Nelliel felt her eyes start to water. She never wanted this to happen. She looked over at Ben and saw that he looked pretty torn up as well.

"Goodbye, Elena," Ben whispered.

With nothing else to be done, both groups got into their cars and drove off. If they had stayed a little longer, they would have noticed the chips that made the Victor clones started to move and join together again.

* * *

><p>Ben and Nelliel reached his home and walked inside. Ben sat on the couch, holding his head in his hands. He was still beating himself up over failing to save Elena. She was still his friend and he let her down. Nelliel, uncertain of what she should do, sat down on the couch next to him.<p>

"I'm sorry, Ben," she said softly, taking one of his hands in hers.

Ben looked up at her. "Don't be," he assured her. "It wasn't your fault."

"Still," Nelliel looked at her hands. "I wish I could have done something more."

"Same here," Ben said. Both were feeling guilty at the fact that they weren't able to help Elena.

Nelliel shifted closer and put her arms around her boyfriend. Ben leaned into the embrace.

"You were amazing out there," Ben spoke up. "I knew you were a good fighter but I've only seen you fight with a sword."

Nelliel smiled. "We Arrancar specialize using our Zanpakuto but that doesn't mean we're completely defenseless without it."

Ben smiled back now before a sudden thought made him frown. "I remember, what you said about what would happen if the person you liked cast you aside."

Nelliel flinched a little. "Yeah."

Ben looked her in the eye. "I'll _never _do that to you. Nor to any of the girls." He held her tightly. "I'll never, _ever _do that."

Nelliel gave a small smile. "I know."

The two continued gazing at each other before, overcome with emotions, they kissed. Nelliel fell backwards on the couch, Ben went with the momentum and found himself on top of her. Nonetheless, this didn't stop the two as they tried to pour as much feeling as they could into their kiss, their tongues already dancing with each other…

Suddenly the door opened and startled, the two sprang apart. Standing at the door, was Harribel and the Tres Bestias. Harribel regarded Ben and Nelliel coolly but her girls were scowling at Nelliel.

"I apologize if we were interrupting anything," Harribel said sincerely. She had not intended on interrupting their moment.

Ben flushed while Nelliel scowled back at the four. Harribel went over to the door that led to their individual rooms.

"Come along, girls," she called to her Fraccion. "Ben wishes to be with Nelliel right now. Let them enjoy their time together."

Ben scratched the back of his head as the other girls made their way to their rooms. He had a feeling he was going to have to make it up to them one way or another.

Once the other girls left, Nelliel started twiddling her fingers. "Um…so...where were we?"

_So cute! _Ben couldn't help but think at the way Nelliel was acting. He grinned at her. "I believe I owe you a date, don't I?"

Nelliel's eyes widened before she gave a great big smile. "Yes, you do."

"So we'll go on our date first," he told her. "And then afterwards…"

Nelliel nodded with great enthusiasm. Ben smiled as he got up and held out his hand. Nelliel gladly took it as she got up. Hand in hand they headed for the door, taking comfort in the fact that at least they had each other. (And of course Ben's other girls.)

**End of Chapter**

**I know this chapter wasn't as action packed as the previous one but I figured it was time to start putting in actual episodes with my own twists. I know the recent episodes have been filler and while I do have plans for Elena like I said, I know its time to start focusing on the Loly arc of the story now. The main reason it's been nothing but filler lately is because I started this story without a plan, preferring to make things up as I go. So that's why I'm taking so long. By the way, did I do okay with the romance in this chapter? I was afraid that, since this focused on a former love interest, that I would go overboard with it again. I hope I'm at least improving. This is also the turning point where Nelliel becomes the most prominent member in Ben's harem. Rest assured the other girls will still get their moments with Ben, but Nelliel will have the most focus out of all of them. This is mainly due to Harribel being Ben's sole love interest in my alternate story Bleach: Omniverse.**

**Speaking of which, thank you to everyone who suggested so many Ben 10 crossover ideas in your reviews for Bleach: Omniverse. I really appreciate it and I have a few ideas in mind. Now I just need to decide which one I want to use. I also want to add that I am preparing to work on the second Volume of Bleach: Omniverse and I've made some progress in my remake of Transformers Prime: Dawn of the Dinobots. So that's something to look forward to. **

**I'm also considering making Kingdom Hearts crossovers in the future. But that will probably be in the far distant future considering I already have stories to work on at the moment. **

**Speaking of crossovers, anyone familiar with the Durarara series or know someone who is? I'd love to read a crossover between that and Ben 10, Transformers, or Kingdom Hearts.**

**Also my friend Pyromania101 has a story challenge: a crossover for Ben 10/Injustice: Gods Among Us. If anyone is interested in making it, contact him for more details about it. Trust me, you will NOT be disappointed by what he has in mind.**

**Take care!**


	16. Loly's Revenge part 1

**Disclaimer: Ben 10 and Bleach do not belong to me**

**Loly's Revenge - Part 1**

Loly waited impatiently as she paced to and fro across the little warehouse she and Menoly were currently hiding at.

"What is taking them so long?" she snarled.

As if by magic, the door to the warehouse opened. Entering was Ggio, Parduoc, and Poww.

"Were you followed?" Loly asked.

The three shook their heads. "No. But we must be careful," Poww said. "Findor is suspicious though."

"Has our cover been blown?" Menoly asked nervously.

"No," Ggio said. "He just suspects, nothing definite."

"Good," Loly said. "We can't let anyone find out about this."

"But we must act fast before he decides to alert the others," Parduoc said.

Loly nodded. "Did you get the information we need?"

"Indeed," Poww said, with a bow. "It should prove most useful to us."

Loly's smile turned sinister. "Good. Soon I'll have my revenge on Ben Tennyson!"

"Don't you mean, 'we'?" Ggio corrected her.

"Of course, Ggio," Loly said nonchalantly.

"How do you intend on pulling this off?" Parduoc couldn't help asking. "Getting our…allies won't be too hard but Ben Tennyson has the power of several Espada on his side, not to mention their Fraccion. We're outnumbered and…outmatched."

Loly snarled at him.

"He has a point," Poww said, crossing his arms. "If we hope to stand a chance against Ben Tennyson, we must find a way to prevent the others from reaching him. And vice versa."

Loly hissed in anger but she grudgingly knew they were right. Maybe her encounter with Toepick managed to shock some sense into her.

So what could they do? All of them together might be able to take Ben down but not the others. They would need to separate Ben from the others.

Suddenly a wicked idea came to Loly's mind. "I know just the thing."

* * *

><p>Ben's mind had definitely not on his school work as the lesson droned on. Sung-Sun noticed this all during class and was a little worried for him. After the bell rang, she made her way over to him.<p>

"Ben? Are you alright?"

As if in a daze, Ben shook his head. "Huh? Oh, hey Sung-Sun."

Sung-Sun frowned. "Ben, you really seem out of it today. What's wrong? Did you not get enough sleep last night?"

Ben shook his head. "Nothing like that," he said. "I just have a lot on my mind right now. I'll talk to you later." He waved as he went off to his next class.

Sung-Sun's frown deepened. Ben was fine yesterday and this morning so what was with this sudden change in attitude?

* * *

><p>Later at lunch, Sung-Sun approached her teammates.<p>

"Have you noticed Ben's been acting odd lately?" She asked Mila Rose and Apacci.

"Yeah," Appaci noted. "It's like the lights are on but nobody's home."

"He seems to have a lot on his mind," Mila Rose pondered. "But what, I can't imagine."

"He said he's alright," Sung-Sun said. "But I'm worried about him."

"Harribel-sama noticed it," Apacci said. "She doesn't know what's wrong with him and she's worried too."

"We'll confront him after school," Mila Rose said. "Whatever's bothering him, he needs to know he can trust in us."

The other two nodded. Something was up with their boyfriend and they were determined to find out what.

* * *

><p>School went by as per usual, Ben still looking like his head in the clouds. This only made the girls more concerned for him.<p>

Once school was over and the four were in Ben's car…

"Ben's, what's wrong with you today?" Apacci straight up asked.

Sung-Sun rolled her eyes and Mila Rose resisted the urge to smack her forehead. Apacci had absolutely no tact whatsoever.

"Ben," Sung-Sun said. "We're worried about you and if there's something wrong, you can tell us. We're here for you."

Ben hung his head, feeling guilty for worrying his girls. "Sorry," he said.

"Apology accepted but you still need to tell us what's wrong," Apacci told him.

Ben sighed as he looked out the windshield. "It's that promise I made to all those Hollows about how I'll turn them into Arrancar."

The girls were caught off guard as they had not been expecting that. To be honest, they had all but forgotten about that incident.

"I'm nowhere closer to turning all those Hollows into Arrancar," Ben said, throwing his hands behind his head. "I mean, I told them I'd make them Arrancar but I still don't know how I'm supposed to do that. And it's been…oh, man has it been months, already? Man, I feel like, aside from a few battles here and there, I haven't really been doing anything. Why'd I have to go and open my mouth like that?"

The girls gave their boyfriend a sympathetic look. "Don't be like that, Ben," Apacci encouraged. "You were just trying to help. Your idea is awesome. You just didn't think it through."

Ben groaned.

Apacci looked at her feet. "Yeah. I mean, what can you do? You could try the Hogyoku like Aizen did."

Ben gave an involuntary shudder. The thought of him doing anything related to Aizen made him uneasy. "Can I? I mean, I'm nowhere near as powerful as he was."

Harribel had explained to him how Aizen was able to temporarily bond with the Hoygoku while it was still asleep to make his Arrancar Army. But the reason he was able to pull it off was because he had twice as much reaitsu as a captain.

"Shouldn't matter now that the Hogyoku is awake," Mila Rose pointed out. "I mean, remember how it did all that stuff for you before Aizen fused with it? It seems to kinda like ya so maybe it'll help you out."

Ben scratched his head furiously. "Sadly it's the only thing I can think of."

Apacci smirked. "Too bad your Ultimatrix can't make other life forms evolve. Then maybe you could use that to make the Hollows into Arrancar instead."

Ben suddenly froze, a wide-eyed, slack jawed look on his face.

"Ben?" Sung-Sun asked. "Are you okay?"

"That's it!" Ben said cheerfully. Suddenly he grabbed Apacci and planted a deep, passionate kiss on her lips. Apacci stiffened in shock at the pleasant, tingling sensation that shot through her body. When Ben pulled away, she was dazed and confused, but certainly happy. Sung-Sun and Mila Rose were baffled by this sudden turn of events.

"Was it something I said?" Apacci practically mumbled.

"Apacci, you're a genius!" Ben beamed happily.

Appaci's eyes widened. "I am?"

"She is?!" Mila Rose exclaimed while Sung-Sun gave Ben a questioning glance. Apacci glared at both of them.

Come on!" Ben said excitedly, starting up the car."Let's get the others! I think we've got the answer!"

The girls weren't sure what was going on but they were relieved that Ben was at least in much higher spirits.

* * *

><p>The first thing Ben did was call up the entire gang and told them to meet up at Los Soledad. Everyone was confused by how energetic and excited Ben was but they complied anyway. It took awhile, waiting for everyone to get down with their respective jobs and errands but soon the whole gang was rounded up in Los Soledad.<p>

"So what do you think's gotten into Ben?" Kevin asked Gwen.

"I don't know," she admitted. "But he sure sounded happy."

"Why was he so vague over the phone?" Nelliel asked.

"I believe he wants this to be a surprise," Harribel suggested.

Starrk and Ulquiorra were bored and stoic respectively as usual. Lilynette was energetic, Findor, Charlotte, and Redder were all wondering what Ben wanted. However, Ggio, Parduoc, and Poww were impassive. They had to attend this undoubtedly pointless meeting to keep up appearances. Not to mention there just might be something useful from all of this.

They grouped together in Paradox's old lab, where Ben, Apacci, Mila Rose, and Sung-Sun were waiting. Ben had a big smile on his face as everyone filed in.

"Well, we're all here," Kevin said. "So what's the big news?"

Ben's smile now showed teeth. "I think I finally have a way to turn all the Hollows into Arrancar!"

Well that was certainly a bomb to drop. Even the usually emotionless Ulquiorra was stunned by this revelation.

"Ben's that wonderful!" Nelliel squealed, giving Ben a flying tackle hug. It took all of Ben's strength not to go crashing to the floor.

"That's fantastic news!" Charlotte beamed. "I had to admit, I was worried you weren't gonna fulfill that promise."

"What's the plan, Ben?" Redder asked excitedly.

"Thank Apacci," Ben said, pointing to his heterochromic girlfriend, who turned sheepish at the sudden spotlight. "She's the one who gave me the idea."

"Her?!" Kevin asked, in a manner not unlike Mila Rose's earlier expression.

Apacci glared at him. "What's that supposed to mean, you bastard?!"

"It means you're not the brains of our group," Mila Rose said snidely.

"What and you are, Gorilla Face!?" Apacci snapped.

"Gorilla Face?!" Mila Rose howled. "Why I oughta…"

"Can't you two give it a rest," Sung-Sun sighed. "Clearly neither of you have much intelligence, so there's no point in arguing which of you is dumber."

"You have a death wish, Sung-Sun?!" The other two yelled in unison.

"Girls," Harribel said. All three of her Fraccion froze. "Please let Ben continue."

The three quickly stopped what they were doing. Ben took that as his cue to proceed.

"Well," he went on, trying to get back on track. "Apacci said about it was too bad my Ultimatrix couldn't make other species evolve. So I figured…why not?"

Gwen raised a brow. "You're gonna try and use the Ultimatrix to evolve Hollows into Arrancar?"

Ulquiorra cupped his chin.

"Yeah," Ben said. "I mean, I might need to have Azmuth take a look at it and see if he can calibrate the Ultimatrix to evolve other lifeforms but this could be the solution!"

"It is a possibility," Ulquiorra said. "But there is no definite guarantee the Ultimatrix will actually work. For one thing, Hollows and Arrancar are far different than your aliens. Can you truly calibrate it to affect spiritual beings?"

"It was able to restore my mask when it was broken," Nelliel pointed out.

"This is true," Ulquiorra acknowledge. "But I'm sure there exists plenty of explanations. And evolving Hollows into Arrancar is a great step from fixing mere mask remains."

"Why don't we have Urahara and Azmuth both look at it?" Gwen suggested. "Urahara is the smartest person we know about this spirit stuff. Maybe he can help Azmuth properly adjust the Ultimatrix?"

"It is a huge risk," Harribel said. "We don't know for certain if they will succeed. However, this is the best lead we've had so we should at least try."

Starrk shrugged. "Fine by me."

Lilynette punched the air. "Alright, Ben!"

Findor smiled. "The Hollows will be more determined than ever to make Ben their king now."

"What about Grimmjow?" Gwen asked. "I don't think he's gonna like this."

"Who cares what Grimmjow thinks?" Apacci said. "The guy would have to be stupid to think he can take all of us on. Besides, like the Hollows are just gonna let him mess with Ben after he turns them all into Arrancar. He'll have plenty of new opponents to keep him occupied."

"Which means Ben will have to tell Grimmjow and the Hollows not to kill each other," Sung-Sun noted.

Ben sighed. "Not looking forward to that."

As everyone was conversing, Poww, Ggio, and Parduoc shared a concerned glance. If Ben somehow managed to succeed in his plans, he could potentially have most, if not all of Hueco Mundo under his sway. While the three were skeptical about any really powerful individuals, the sheer number of allies Ben could have would be a major hindrance to their plan. They had to alert Loly to the situation as soon as possible.

"I'll try and get in contact with Azmuth first and see if he's up for it," Ben told the others. "Then we'll try and get in contact with Urahara."

"I can arrange that," Ulquiorra said. "I keep in touch with Miss Inoue and I can relay your plans to Urahara through her."

Ben gave Ulquiorra a grin. He was really tempted to tease the Arrancar about his relationship with Orihime but decided to cut him some slack.

"I'll go see if Grandpa Max has any way of reaching Azmuth," He said instead. "I've got a really good feeling about this."

Poww, Ggio, and Parduoc all had a bad feeling about this.

"But first!" Ben said happily. "This calls for a celebration! Mr. Smoothy's, here we come!"

The majority of the group rolled their eyes playfully at Ben's smoothie obsession.

"Yeah! Onto Mr. Smoothy's!" Pesche and Dondochakka yelled, pointing upwards in dramatic poses.

"Is it wise for you to be already celebrating?" Ulquiorra questioned. At Ben's now sour look, he elaborated. "The fact that you have a solution in mind is fortuitous, but you should celebrate once you are certain that your plan will succeed."

Ben scowled as he crossed his arms. "You always got to be the stick in the mud, don't ya, Ulquiorra?"

"I'm merely being practical," Ulquiorra said nonchalantly, though Ben thought he could make out the tinniest, microscopic, almost non-existent, hint of humor in his voice. Maybe they were finally cracking his shell.

"Though I agree with your reasoning, Ulquiorra," Harribel said. "I don't see why Ben can't give himself a little reward for his cleverness. Nor why we shouldn't partake in it."

Ben's face lit up again. "You're the best, Tia." He proceeded to kiss her on the cheek. Harribel smiled warmly at him.

"If you wish," Ulquiorra said. "I would like to inform Miss Inoue of the plan as soon as possible. No doubt the Hollows have gotten impatient in waiting."

Ben cringed. Yeah, if his constant battles with Grimmjow were any indication. Luckily Grimmjow was able to keep them in check. For the most part.

"You should really see what Azmuth thinks about this first, Ben," Gwen offered. "Just to be on the safe side."

Ben sighed. "Alright, alright. I'll tell Azmuth first. THEN we're going to Mr. Smoothy's."

Now it was Gwen's turn to sigh. "Fair enough," she said, though she smiled.

"Let's all go out for Mr. Smoothy's!" Lilynette cheered.

Starrk sighed. "Hope I don't get brain freeze."

"You don't need to worry about that," Lilynette smirked. "You don't have a brain to freeze."

"I'm really glad things are finally turning around for Ben," Pesche said.

"Hey, Ben," Dondochakka said. "Does this mean you're gonna move into Las Noches and make it your kingdom once the Hollows make you their king?"

Ben laughed. "I don't think so."

"Why not?" Kevin asked. "I think having a palace all to yourself sounds cool."

"Actually Las Noches was made of several palaces," Pesche explained. "Each Espada had one."

Kevin whistled. "Nice. Does this mean we can call some of them?"

"If Ben allows it," Harribel said. "We have several to spare now."

"Hold on a minute!" Ben cried.

"It'd make a nice summer house," Kevin teased.

"All sand and no beach?" Ben asked. "Yeah, really nice vacation spot."

"You could always make some kind of lake there," Sung-Sun pointed out. "That should be easy work for Armodrillo and Water Hazard."

"Okay, fair enough," Ben conceded.

"Long live King Ben the first!" Kevin trumpeted.

"Long live King Ben!" Pesche and Dondochakka cheered. They got into the spirit of things by getting down on their knees and pretending to grovel at Ben's feet.

As the group shared jibs and banter, the top Espada started heading outside, talking amongst themselves.

"Do you think Ben's plan can work?" Nelliel asked the others.

"I'm not saying it's impossible," Ulquiorra said. "But the chances are very low. But considering this is Ben, who has a habit of beating the odds..."

"While I'm happy that Ben has an idea for the Hollows," Starrk spoke up. "I'm worried as to how Soul Society will take it."

"Our Shinigami allies cannot keep Soul Society in the dark forever," Harribel figured. "So many Hollows becoming Arrancar at once? Aizen was able to pull it off but he never went for the scale Ben is hoping to achieve."

"And if they find out, they could view it as a threat just like Yoruichi warned," Starrk added. "All hell could break loose."

"Should we stop Ben?" Nelliel asked, in concern. On the one hand, she wanted her beloved safe. On the other hand, she didn't want to crush Ben's spirit.

"No," Ulquiorra said, surprising the others. "Perhaps Ben being able to rein in the Hollows could appease Soul Society. While some view him as a threat, Ben's contribution to the Winter War cannot simply be overlooked by them."

"But what if it does come to war?" Starrk asked, his face nothing but serious.

Ulquiorra closed his eyes. "I really couldn't say."

The other Espada looked at each other in worry and concern.

"I better get in contact with Miss Inoue and have her get me in touch with Urahara and Yoruichi," Ulquiorra said. "As for the rest of you...I believe the best phrase here would be hope for the best but prepare for the worst."

The other Espada felt deep inside themselves that Ulquiorra was probably right.

* * *

><p>Meanwhile, Poww, Parduoc, and Ggio snuck out to another part of the base.<p>

"This does complicate things," Parduoc said.

"Agreed," Poww said back. "We need to inform Loly of this."

"Why are we even putting up with her?" Parduoc asked. "She and Menoly were Aizen's servant girls and she thinks she's running the show."

"Let Loly enjoy her delusions of grandeur," Poww replied. "Once she has fulfilled her purpose, we will dispose of her."

"This plan of hers better work," Ggio muttered. Even though it was his idea to work with Loly and Menoly in the first place, even he was starting to regret it. "If the Espada find out, we're pretty much screwed."

"Despite her obsession with Ben Tennyson's demise, her plan does seem plausible," Poww said. "But we should still inform her of this recent development to be sure that it won't hinder us."

"What about Findor?" Ggio asked. "He might try to keep a close eye on us. He knows we're not thrilled about our situation."

"We will deal with Findor if he prove to be problem," Poww said confidently. "For now, let us focus on Ben Tennyson. Once he's out of the way, we can worry about the others."

* * *

><p>When everyone got back to Bellwood and went their separate ways, the three villains waited a bit to throw off suspicion, then went to the warehouse. When they informed Loly of what was going on, she was not thrilled.<p>

"He's doing what?!" she roared.

"Forming a plan to turn Hollows into Arrancar via his Ultimatrix," Poww answered, unfazed by her outburst.

Loly started stomping around. "We can't let this happen!"

"Will this hinder the plan?" Parduoc asked, getting straight to business.

"It means we have to work faster," Loly said. She glared at the three. "You all know what to do. Get to it and fast!"

Ggio and Parduoc were furious at the way Loly was bossing them around but Poww quickly held them back. While Findor was the tactical one of their group, Poww was no slouch in the planning department either.

"We will, but we will have to be discreet," Poww told her. "We will be doing this under the noses of many powerful individuals."

"I don't care what it takes!" Loly snapped at him. "Just do it!"

Menoly looked at her in concern. She wasn't sure if working with these three was a good idea. Especially with trying to boss them around. Menoly knew those three, despite being mere Fraccion, had them outnumbered. Loly was really pushing her luck here.

"We'll do our part if you'll do yours," Poww said coolly.

"I will!" Loly said angrily.

With that, Poww turned around and headed for the exit, Ggio and Parduoc quickly following them.

"Loly, I don't like it," Menoly said once they left.

"Be quiet, Menoly!" Loly snapped. "I don't like working with those buffons but they can help bring about Ben Tennyson's demise, then I'll tolerate them. For now anyway."

Menoly sighed. What had they gotten themselves into all for the sake of revenge? Menoly knew they were outnumbered, outclassed, and very little resources. Personally she was thinking it was time to just pack it in and enjoy what was left of their miserable existence. But Loly was determined and once she set her mind on something, she could not be persuaded otherwise.

Soon Ben Tennyson will be no more. That was the simultaneous thought of Loly, Parduoc, Poww, and Ggio. Loly to avenge Aizen, the latter three to avenge Baraggan. Granted, Ben wasn't personally responsible for his demise but they saw Ben as the mastermind behind their lord's death.

They would see Ben Tennyson dead. And then afterward they would see to each other.

**End of Part 1**

**Will Ben's plan work? What will Soul Society do if they were to find out? And just what IS Loly up to? Find out in the Loly's Revenge arc.**

**Sorry for the lack of action but I'm trying to go for shorter chapters so I can update faster. Hopefully there will be less filler and more plot from now on. As some of you may have noticed, I deleted my Sandman/Bleach: UA crossover. I felt that I wasn't going to get anywhere with that fic. I had ideas, but I had no real motivation to continue. So I figured it was better to delete than leave ANOTHER unfinished fic wasting space on this site. However, I am using Ben's plan for evolving the Hollows from that story. Gives me something work wiht.**

**My plan for now is to go back and forth between this and my multi-crossover Frozen fic. You know, post a chapter for this story, post a chapter for that story. Or maybe I'll work on both stories and upload the chapters at the same exact time. I haven't fully decided.**

**I would also like to thank Kamen Rider Chrome and Pyromania101 for their help in this story.**


	17. Loly's Revenge part 2

**Disclaimer: Ben 10 and Bleach do not belong to me.**

**I apologize if this chapter might have come out a little choppy. I was just so glad to finally be finished writing it. Now that I'm getting back in the game, I'll improve on the next chapters.**

**Loly's Revenge Part 2**

Although Ulquiorra said he would get in contact with Orihime, Ben actually had a better idea. Why not go and visit Urahara in person? They could easily get to Karakura Town and back using the Rustbucket III. It would save a lot of time and Ben felt better discussing this in person with the shop owner as soon as possible. The others agreed it was a good course of action. So right now, Ben, Kevin, Gwen, Ben's girls and Ulquiorra were on the Rustbucket III, making its way to Karakura Town. The others stayed behind to keep on eye on Bellwood in Ben's absence.

As an added bonus, Ben was able to use the Rustbucket's communications system to reach Azmuth and see what he thought of his idea.

...

"Out of the question!" Azmuth barked through the communications screen. He said it so abruptly that Ben physically recoiled.

"But Azmuth…" Ben started to argue.

"Ben Tennyson, I know you have good intentions with this idea of yours," Azmuth said in a calmer tone. "But tampering with the evolutionary process of any species is dangerous. Why do you think I was against the evolution feature Albedo put on the Ultimatrix?"

"Why?" Apacci asked in surprise. "It makes Ben's aliens more powerful."

"Forcing evolution is tampering with the natural order," Azmuth explained. "And tampering with the natural order is something I do not condone."

"What about the dead walking among the living?" Kevin asked smartly, earning him various irritated looks from some of the company.

"Well," Azmuth paused as he noticed all the Arrancar had their eyes on him. "I've never really dabbled with the dead, especially beings like Arrancar and Shinigami. I suppose as long as they do nothing to upset the balance of nature, then I have little to say against them."

"Nice save," Kevin chuckled, earning him a glare by Gwen.

"But it's for a good cause," Mila Rose argued, deciding to focus on the discussion at hand. "With the Hollows evolving into Arrancar, they won't be hungry for souls anymore."

Granted, they could get the same result if they fed Hollows the fruits from that garden Ben made, but nobody was certain if eating the fruit, even large amounts of it, could guarantee Arrancar.

Azmuth took this information in. Despite having spent his time with Urahara, the brilliant Galvan knew little to nothing about Hollows, Arrancar, and Shinigami.

"And also," Nelliel said, "Arrancar do not need to feed on souls like Hollows do. If we can evolve the Hollows, Soul Society will have an easier time guiding souls to the afterlife without fear of them being devoured."

"In fact," Harribel realized,"If any Shinigami fails to aid a soul and that soul becomes a Hollow, we can turn that Hollow into an Arrancar and prevent them from rampaging."

"Newborn Hollows are weaker than Menos," Ulquiorra added. "We would have no trouble in keeping them in line."

Of course, there was the thought of them simply keeping newborn Hollows subdued until the Shinigami showed up to purify them. When slain by a Shinigami, Hollows would be purified and their souls sent to Soul Society. But nobody knew what would happen if an Arrancar was slain by a Shinigami. Would they be purified too?

Azmuth scratched his beard-like whiskers as he pondered. "Yes, this is all very true. However, it saddens me that Soul Society is not more diligent in their duties. If they were, then maybe Hollows wouldn't exist to begin with. Err…no offense meant to present company."

Well, some of the Arrancar were offended, particularly Harribel's Fraccion. Even Ben, Gwen, and Kevin were annoyed with Azmuth for saying such a thing. However, some of the more sensible Arrancar were used to people thinking so lowly of them so they didn't allow it to bother them. And Azmuth did have a very reasonable point. It kind of was the Shinigamis' fault, since the reason souls became Hollows was because nobody was there to help them cross over.

"But it seems we're getting a little off-track," Azmuth said. "Now, I do see the benefits in this plan of yours. However, I'm still against this."

Ben groaned. "What's the big deal, Azmuth? How can there be anything wrong with this?"

"Well for one thing, simply evolving the Hollows into Arrancar will not solve all your problems," Azmuth said. "You may have taken away their hunger for souls, but there still exists the possibility they will remain hostile."

The Arrancar all shared a look. Azmuth had a good point here too. Plenty of Arrancar maintained their savage nature despite their evolution. Most of the deceased Espada were prime examples of that.

"We all maintained our personalities when we evolved into Arrancar. " Nelliel explained. "If any Arrancar are hostile, it's probably because they were like that to begin with."

"And how do you know some of these Arrancar will not decide to cause trouble?" Azmuth asked. "I'm well aware that Hollows become stronger when they evolve. How do you know that you won't end up creating Arrancar more powerful that you?"

Okay, now Azmuth had a really good point right there. While Nelliel, Harribel and Ulquiorra were confident in their abilities, the possibility of an Arrancar more powerful than them, however slim, still existed. However, Ulquiorra had an ace up his sleeve: his Segunda Etapa form. Which reminded him, he still needed to teach it to the others. And Azmuth's concern about more powerful Arrancar was an additional motivation to teach them ASAP.

"We will make sure to be prepared in the slight chance such an event will happen," Ulquiorra answered. Though most of his allies were aware of his second form and Azmuth was a great help to them, Ulquiorra wasn't obliged to just blab his secrets to the Galvan.

Azmuth started to see he was in a bit of a tight spot. "Well then, you plan on evolving almost every Hollow in Hueco Mundo. How do we know that this mass evolution will not disrupt the balance of life and death?"

"Aizen displayed no such concern," Ulquiorra pointed out.

Nelliel and Harribel nodded at this. Aizen never displayed any concern over evolving numerous Hollows and they were certain he would've informed the Espada of something as serious as disrupting balance.

Azmuth said nothing now. He just stood there, looking at his feet. At least that's what Ben thought. As small as Azmuth was, the screen didn't show his full body.

"Your concerns are understandable," Ulquiorra went on, "But rather misguided. Perhaps this 'forced evolution' would be ill-advised for most species, but you must realize that Hollows are not like other species. A good example is our comrades, Coyote Starrk and Lilynette Gingerback. They were originally the same Hollow who evolved naturally but split into two separate beings."

This certainly caught Azmuth's attention. He was used to species having the ability to separate themselves, but that was a naturally ability, not because of an individual's personal evolution.

"In fact," Harribel added, "One could compare our evolutionary process more akin to metamorphosis than conventional evolution. Like a caterpillar building up on nutrients, forming a cocoon, and emerging as a butterfly after spending time pupating. Basically Ben is proposing a way to skip the nutrient loading process, since it's harmful to spirits."

Azmuth cupped his chin.

"I see more pros than cons about this," Nelliel said. "I think helping the Hollows become Arrancar would be better than allowing them to try it naturally."

Azmuth said nothing. At first everyone thought he was going to shoot down the idea. Finally he looked up at them.

"Well, considering my knowledge of Hollows is strictly lacking, perhaps I was a bit hasty in refusing this idea."

Ben smiled like he was just told a new Smoothie flavor or Sumo Slammers game had just been released. "Does this mean…?"

"We will discuss whether or not this is a wise course of action with Urahara first," Azmuth told Ben sternly. "After all, I will require his knowledge of Hollows before making any sort of plan."

Ben shrugged. It was good enough for him. All he had to do was hope Urahara was more enthusiastic about this and could convince Azmuth to help.

"And if I am to discuss things with Urahara," Azmuth continued, "It would better for me to do so in person." Suddenly the communications screen went blank. Nobody had time to wonder what had happened when suddenly a light began forming on top of the console. Once the light cleared, Azmuth stood for all to see.

"We're almost at Karakura Town now," Kevin announced. "I'm preparing for a landing."

"It'll be great to see Ichigo again," Ben said with a smile.

"Not to mention Chad, Uryu… and Orihime," Kevin looked at Ulquiorra when he said this. Ulquiorra simply closed his eyes at Kevin's implications. Kevin merely grinned at that.

"Think Ben's as popular in Karakura Town as he is in America?" Nelliel asked.

"We'll sure find out," Gwen said. Putting up with the fans in Bellwood had been tolerable since they had calmed down. Dealing with fresh new fans? Oh boy.

Ben looked outside the Rustbucket III to get a better view of their surroundings. He could make out Urahara's shop coming up.

"Uh… where exactly are we gonna park this thing?" Apacci asked.

"Uh… good question," Kevin replied.

Ulquiorra sighed. "You didn't have a landing destination in mind before you departed?"

"Hey, get off my back. Blame Ben. It was his idea to head out ASAP."

Ben glared at Kevin, though he knew it pretty much was his fault for not planning better before taking off.

Kevin brought up a map on the computer. It showed the layout of Karakura Town. He zoomed the map in for more details.

"Looks like the park is our best bet," He said to the others. "But we better be prepared in case some authorities show up."

The others all nodded in understanding. Ben never really used his reputation to earn favors, but maybe he could use it now to get the authorities to cut them some slack. Provided that he was well-liked here.

As Kevin piloted the plane over to the park, Ulquiorra's mind flashed back to when he and Yammy first encountered Ichigo and his comrades. How ironic that they would be reuniting in such a spot.

Soon the Rustbucket III landed. Ben looked outside and he could see that they had already attracted a pretty sizable crowd. No sign of Ichigo or anyone Ben was familiar. But he was certain it was just a matter of time with all the commotion they were causing.

Nelliel noticed the exasperated look on her boyfriend's face and smiled. "You certainly know how to make an entrance, Ben."

"Not like I meant to," Ben grumbled, pinching the bridge of his nose.

"Come on, Tennyson," Kevin grinned as he activated the walkway. "Your public awaits."

Scowling deeply at Kevin, Ben got up from his seat. The others were already up out of their seats and descending. Bracing himself for anything, Ben followed suit. Kevin quickly punched in some commands for security measures and went to join everyone else.

Yep, a pretty decent crowd had gathered and was still growing. Several onlookers had phones out, taking a picture of the Rustbucket III, though some were also including its passengers. Just then one girl spotted Ben and gasped.

"It's Ben 10!" she exclaimed. This got the spectators attention. Soon they all started taking pictures of Ben and getting all wound up.

"Ben 10, over here!"

"I can't believe it's him!"

"You're so cool!"

"Do you really turn into aliens?"

"Can you turn into one for us?!"

Apacci smirked. "Well, at least we know you're popular here too."

Ben just grinned sheepishly. Soon the spectators all began begging him to show one of his aliens. Deciding he might as well make their day, he activated the Ultimatrix, reached the alien he was searching for, and slammed the dial down. Four Arms stood for all to see. The crowd went wild and taking even more pictures. Four Arms began flexing his muscles for extra effect and the crowd was eating it up. Several fans were even fainting from the excitement. Next thing Four Arms knew, they all started gathering around him for autographs. Good thing he had four arms.

"I don't think we'll need to worry about finding Urahara," Gwen said, shaking her head at Ben's adoring fans. "With any luck, he'll find us."

"I just noticed something," Mila Rose realized. "You two help Ben out lots of times. How come you guys aren't as popular as Ben is?"

"Jimmy did admit he left Kevin and Gwen out of his videos to focus more on Ben." Sung-Sun explained to the others.

Of course Sung-Sun would know this, due to tutoring Jimmy.

Kevin snorted. "Sure we can't turn into a whole bunch of aliens like Ben can," he put his hand on the ground and immediately became covered in stone, "But we get by." Several people noticed Kevin's transformation and began taking pictures of him too. Kevin grinned at this and started posing as well.

Personally Gwen was fine without all the fame and attention. Despite what some people thought, her life was pretty hectic without suffering the hardships of being a celebrity.

"What the… Ben? Kevin? Gwen? Ulquiorra?"

The gang all turned toward the sound of the voice. Four Arms smiled at a certain orange-haired companion staring at him.

"Ichigo!" Four Arms beamed. "Nice to see ya again."

Immediately the residents of Karakura Town stared back and forth between Ichigo and Four Arms in shock. The town delinquent was familiar with Ben 10?

"Tennyson-kun!"

Four Arms spotted Orihime running towards them. "Hey, Orihime!"

Kevin smirked at Ulquiorra. "Here's Orihime, Ulquiorra. Got anything to say to her?"

Ulquiorra didn't even bother justifying that with a response. While Kevin was quite sharp and more knowledgeable than he let on, the boy had a strange habit of being ridiculously immature when teasing his friends and allies.

Orihime tackled Four Arms in a hug, though her arms couldn't quite wrap around his torso.

"Oh, Tennyson-kun," she gushed. "It's so great to see you." She smiled at the whole group. "It's so great to see all of you!"

"Same here, Orihime," Gwen said. "How have you been?"

"We've been great!" Orihime was radiating like the sun at seeing all her old friends again. "But… what brings all of you here?"

"That's what I'd like to know," Ichigo said, scratching his head. "Did you guys come here just to visit us?"

"That would be nice," Kevin said, suddenly becoming serious. "But we're here for other reasons. We need to speak with Urahara."

Well that certainly caught Ichigo and Orihime's attention. "Why?" asked another voice. Everyone turned to see Chad standing with Ichigo and Orihime. How in the world had they missed him?

"I believe it's best if we wait until we're with Urahara to discuss this," Azmuth said. He had decided to stay on the RB III (A/N: Getting kinda tired of saying RustBucket III over and over again) at the moment. He had rolled his rather large eyes at Ben's reaction to his fans, but he knew deep down that Ben wasn't as obsessed with the attention as before. Then Ichigo and Orihime showed up. Azmuth remembered them from the Winter War and saw this as progress.

"Azmuth-san!" Orihime smiled. She bowed respectfully. "Hello again."

Azmuth smiled. At least the girl had good manners. "Hello again, my dear." He ignored the numerous humans who were now taking pictures of him.

"What is it you need to talk to Urahara?" Ichigo asked the Galvan.

"You'll see when we get there," Four Arms said, before he turned back into Ben. "Can you show us where the way to Urahara's shop?"

"Yeah, sure," Ichigo said. "Just follow us."

Pleased with this turn of events, Ben's group immediately followed Ichigo, Chad, and Orihime as they led them to Urahara's shop. Meanwhile, with all these newfound developments, the residents of Karakura Town were buzzing with excitement. Ooooh, Ben was going to have an interesting stay in Karakura Town.

...

As the group made their way, they chatted together. Needless to say, the Karakura gang were quite happy to see their friends again. Even Ichigo had a light smile on his face, it had been so long since they last hung out. Orihime was pelting them with questions over what they had been doing. Nelliel, who seemed rather fond of Orihime, answered. The orange-haired girl was like a kid in a candy store the way her face lit up as Nelliel told them all about their adventures. Chad was silent though he too was smiling.

"So, Ichigo," Ben said. "How have you guys been?"

"Pretty quiet, all things considered," Ichigo said, scratching his cheek. "Aside from the occasional Hollows wrecking havoc, nothing major." He cast a nervous glance over at the Arrancar, worried that they might be upset by what he just said.

"Hollows need to be kept in check," Ulquiorra said nonchalantly. "If you're afraid of offending us by dealing with them, you're not."

That did ease Ichigo's nerves somewhat.

"Heh" Ben threw his arms behind his head. "You're lucky. Unfortunately, a hero's work is never done."

"Really?" Kevin teased. "Seems to me you've spent more time with your girlfriends than doing hero work."

Ben glared at him.

"So you all finally hooked up?" Ichigo asked. Nelliel was beaming happily, Mila Rose and Apacci were smirking, while Harribel and Sung-Sun had small but content smiles. Ben's own grin clinched it.

"That's wonderful!" Orihime cheered. "I'm so happy for all of you!"

As they continued walking, the majority of the group started recognizing their surroundings. They were getting closer.

"How has Urahara been doing?" Ben asked.

"Err…I'm not really sure," Ichigo admitted. "I haven't had a reason to drop by and see him. But I'm pretty sure if something was up, he'd probably tell us."

Ben shrugged. "Fair enough." He wondered if Yoruichi was here. He knew about her coming and going to check up on him back in Bellwood, but hadn't seen her around lately.

Soon enough, the gang reached Urahara's shop. It was just as they remembered it.

"You'd think he'd renovate the place," Kevin commented.

"I think it's nice," Orihime said. "It has a lot of charm and character to it compared to all the other buildings in Karakura Town."

"If you say so," Kevin muttered at Orihime's energetic response.

"It's rather… quaint," Azmuth said. He had been here before, that time he and Urahara worked together on increasing the internal space in Ben's home, but it still boggled him as to how such a brilliant man would have such meager accommodations.

As the gang made their way towards the shop, the door slid open. None other than Urahara himself was standing before them.

"My, my," Urahara said, bringing his fan to his face. "I have quite a lot of visitors today."

Ben smiled. "Hey, Urahara."

"Tennyson-san!" Urahara chuckled. "And you've brought your girlfriends with you too."

"We're here too," Kevin grumbled in annoyance.

"Ah, hello, Levin-san. Nice to see you," Urahara teased, causing Kevin's eye to twitch before he focused on Gwen. "And hello to you too, Gwen-chan."

"Hello, Urahara-san," Gwen responded, giving a bow of politeness.

"We have something important we need to discuss," Ulquiorra said. "May we come inside?"

Urahara looked over at Ulquiorra now. Though no one could see his face behind his fan, everyone felt the atmosphere suddenly become serious.

"I suspected this was important, considering how so many of you are here. Particularly you and Azmuth, Ulquiorra." Urahara snapped his fan shut. "Come inside."

"Err…" Ichigo looked at the group, looking like he wanted to ask what was going on.

"Can Ichigo, Orihime, and Chad come with us?" Ben asked. "I think they have a right to know about this too."

"If you think they should hear it, then by all means," Urahara told him.

"Come on," Ben told the Karakura trio. Everyone started filing into the shop.

"Where's Ginta, Ururu, Tessai, and Yoruichi?" Ben asked, looking around the store.

"Tessai is having Ginta and Ururu move somethings in storage," Urahara explained. "As for Yoruichi…"

"Why, Ben," A sultry voice as Ben felt a familiar sensation on his back, "You missed me? I wouldn't want to make your girlfriends jealous now."

Ben sighed. "Hello, Yoruichi."

Sure enough, it was the Goddess of Flash, who had her breasts pressed up behind the hero. Ben's girlfriends all gave Yoruichi various looks of irritation. Sure they knew she was just teasing, but still…

"Bored of me already, Ben?" Yoruichi smirked, pulling away and standing in front of him. "Though I suppose it's understandable, considering…" She shot a playful look at the five Arrancar girls.

"So," Urahara said, sitting down at his table. "What is it you wish to discuss with me?"

The others all sat down as well.

"It's like this," Ben said once everyone was settled. "I think I found a way to evolve Hollows."

This caught Urahara and Yoruichi by surprise. It had been awhile since this topic was discuss that they honestly thought Ben had given up.

"What is your idea?" Yoruichi asked.

"Urahara is the expert on Hollows, Azmuth is the expert on the Ultimatrix," Ben said. "I figured the two of you could work together to adjust it so that it can evolve Hollows."

Urahara had to admit that he was quite impressed. While the details needed to be fleshed out some, it was a simple yet brilliant plan. In fact…why had no one thought of this before?

"I was originally against the idea," Azmuth said. "Assuming Hollows were too much like every other species in the universe. But seeing as how they are clearly not, I wanted to hear what an expert on them would say about this."

Urahara smiled. Working with the Galvan had been quite a treat and the Shinigami couldn't deny he had been hoping to work with Azmuth again.

But onto the matter at hand. So Ben was hoping he and Azmuth could make the Ultimatrix evolve Arrancar? Well, it would certainly be more convenient than using the Hogyoku. But…

"I'm pleased you came up with a solution to your predicament, Tennyson-san," Urahara began. "However…"

Ben froze. However? Oooh, that word only meant trouble.

"You do realize the risks involved with this, right?" Urahara asked, giving Ben a piercing gaze that reminded the young hero of when the Shinigami shop owner battled Aizen.

"We've already explained this to Azmuth," Ben said. "Evolving Hollows into Arrancar would be a good thing." He began listing all the things they said to Azmuth back on the RB III. Chad, Ichigo, and Orihime listened to rapt attention. Needless to say, they were shocked to learn Ben intended on making more Arrancar. But their worrries started to saw when Ben addressed the problems that would come from making Arrancar and how he and his allies were already planning solutions.

Urahara was patient, listening to everything Ben said, and actually nodded his head in approval. "Well done, Tennyson-san. You've really thought this through. However, it seems there is one thing you failed to consider."

Ben raised a brow. "What's that?"

"The possibility that Soul Society will think you're following in Aizen's footsteps and making your own army," Urahara bluntly pointed out. "Yes you have good intentions but to some of them, especially the Central 46, it won't look like a good deed. It will look like an act of war."

This reminded the group about the talk Yoruichi had with them. None of them had even bothered to mention this to Ben yet. Though Ulquiorra was preparing to bring the matter up but Urahara had beaten him too it.

At first everyone was expecting Ben to look depressed at this sudden pop to his bubble. But instead Ben was giving Urahara a rather serious look.

"I already figured that out," he stated, taking everyone by surprise. Ben had never mentioned the issue to them so they assumed it never occurred to them. "I've got a good idea how Soul Society works. And me helping Hollows become stronger by becoming Arrancar? I wouldn't be surprised if they assumed the worst."

"Even though you knew it would land you in trouble with Soul Society, you intend on doing this anyway?" Yoruichi asked, part impressed, part concerned.

Ben nodded. "All Soul Society does is intervene when Hollows are on a rampage in the living world. They let Hollows fight and kill each other in Hueco Mundo. Having spent time with Hollows and Arrancar, I can see they are more than the beasts most Shinigami seem to see them as. They should be helped, not hunted. Somebody needs to do something and if the Shinigami won't, then I will. Hollows, humans, shinigami, aliens, it doesn't matter who they are. A hero helps everyone and anyone in need."

Everyone in the room felt their respect for Ben grew even further. He knew the risks of his actions but he was still willing to follow through with it. And for a rather sefless reason to. Azmuth smiled to himself. Once again, Ben was proving himself worthy of wielding his creations.

"And if Soul Society intends on stopping you?" Urahara asked to be sure.

"I don't plan on going to war with them," Ben said, "But that doesn't mean I won't defend myself and the others if Soul Society attacks first."

Urahara flashed a big grin behind his fan before snapping it shut. "Well said, Tennyson-san. Well said."

"So does this mean you'll do it?" Ben asked, getting excited.

Urahara scratched his chin. "Well, I'm certainly up for it. However, is Azmuth?"

Everyone's attention was on the Galvan now. Azmuth noticed this, then looked down at his feet. After a moment…

"Very well," Azmuth conceded.

Orihime and Nelliel whooped as they punched the air in triumph. The Tres Bestias all smirked. Harribel smiled softly. Kevin and Gwen were happy Ben's plan was making progress, Ulquiorra remained impassive, while Chad and Ichigo both looked at Ben.

"I hope you're sure about this, Ben," Chad said.

"I am," Ben reassured him. "Trust me, I know how big this is and I'm putting a lot of thought into it." He looked over at Urahara and Azmuth now and prepared to ask the million dollar question. "Now… can you have my Ultimatrix evolve Hollows?"

"We won't know for certain without comparing our research," Azmuth said, stroking his whiskers. He looked over at Urahara. "I believe it would be best if I take Urahara to Galvan Prime with me. All my most vital information is there and I don't feel safe taking it offworld."

"I'm fine with that," Urhara said. "Ever since I learned the existence of aliens, I've always wanted to go to another world."

"Will you need to bring anything with you?" Azmuth asked him.

Urahara scratched his chin. "A few things. It shouldn't take me too long to get them together."

Azmuth nodded before looking at Ben. "We'll still need to see if the Ultimatrix can be given such a feature before we work on actually giving it one. Now I must advise you, there's no guarantee it can be done. I'm not trying to disappoint you, I just want you to prepare for the worst."

"I understand, Azmuth," Ben said. But he had a good feeling about this. With two people as smart as Azmuth and Urahara working on this, the chances of this not working seemed very small.

"Well, I guess I better go pack," Urahara said, standing up. "I should probably tell Tessai I'll be gone for awhile." He went off to another part of the shop.

Yoruichi looked over at Ben, her face was nothing but serious. "I hope you're truly ready for this, Ben. If Soul Society does deem this a threat, they'll go to any lengths to stop you. Any lengths."

Ben said nothing, simply looking down at his feet. He knew he was taking a big chance with this. And he had a pretty good idea of how far Soul Society would go to eliminate any enemy. Yamamoto's willingness to sacrifice his captains and lieutenants just to end Aizen was a pretty good example. Would they go as far to as to target his family? His parents? Grandpa Max? People who are simply affiliated with him?

Yoruichi could tell what Ben was thinking about and went on. "You're gonna need contingency plans if you're going to do this. Luckily we already took this situation into consideration."

"We?" Ben asked.

"Kisuke, the Vizards - we know you've got good intentions and we'll help you in anyway we can."

Ben's eyes widened.

Yoruichi smirked. "You didn't think we'd make you fend for yourself, did you?"

Ichigo, Orihime, and Chad looked at each other. They all shared a knowing look and nodded at the same time.

"We'll help too," Ichigo declared. Ben's group turned to look at him.

Ben blinked. "Ichigo…"

"I may have friends in Soul Society," Ichigo said. "But you're my friend too. And I can see why you're doing this. If you need me, I'll be there for you."

"Me too!" Orihime declared. Chad nodded but the message was clear.

Ben smiled at them. "Guys…"

Plus, Ichigo was certain that several of the Shinigami would also be against the idea of harming Ben. If Soul Society really did want to take Ben down, there was a high chance of a schism happening over it just like when Ichigo and his comrades went to rescue Rukia.

"But let's see if it comes to that," Yoruichi added. "Hope for the best but prepare for the worst."

The three Espada-level Arrancar all looked at each other. Those words were the very same ones used in their last major conversation.

"But… for now we're just gonna until Urahara and Azmuth say the Ultimatrix can evolve Hollows?" Kevin asked. "And then we'll have to wait even longer for them to make the Ultimatrix able to?"

"That sounds about right," Yoruichi said with a shrug.

Kevin scoffed. "Figures."

"Come on, Kevin," Gwen said. "At least we actually have a plan now. Besides, considering how smart those two are, we probably won't be waiting long."

"Hopefully not," Ben said. "Azmuth does have a lot of responsibility on his planet. I wouldn't be surpised if other stuff comes up and he has to put this to the side every now and then. But like Gwen said, at least we have a plan."

"Think we should tell all those Hollows back in Hueco Mundo the good news?" Apacci asked.

"A foolish idea," Ulquiorra said, causing Apacci to glare at him. "It would be unwise to rally them up when we don't even know if this plan will succeed. However, I do believe we should go there and make sure everything is well. I would not be surprised if some of the Hollows are getting impatient and restless. Yes, Grimmjow is there but even though he was an Espada, he is still just one Arrancar. Not to mention he was one of the middle Espada. Either Nelliel, Harribel, Starrk, or myself should go there to keep them in line. Considering Nelliel and Harribel have social lives, and Starrk would hardly be up to the task, it would be best if I went."

"That reminds me," Ben said. "How's that thing with Harangue? You haven't mentioned anything about that for awhile."

"I've been stringing Harangue along for the time being. I'm waiting for the perfect opportunity to end his career once and for all. Fortunately for him, he hasn't been doing anything too bold."

"Why has he kept you around for so long?" Gwen asked. "Surely he must've gotten tired of you're not giving him anything solid to use against Ben."

"I'm still in his employ because I've stuck around for so long," Ulquiorra said. "Anyone else hired by him eventually gave up when they couldn't find anything useful to use against Ben. However, this is fortunate for Ben. If they tried hard enough, they would no doubt have discovered Ben's relationships. The fact that they haven't pieced together that they live under the same roof as Ben is nothing short of a miracle."

Okay, Ben had to admit that he and the girls were taking a major risk by doing that. Maybe he and his parents could set up something to explain why the girls were staying at his house? After all the work they had done to the house to make the girls more comfortable, it would be a waste to just have them look for another place.

Azmuth said nothing during all this. After all, this was Ben's life, not his.

At that moment Urahara returned, along with Tessai, Jinta, and Ururu, all of whom were carrying bags.

"Tennyson-san!" Tessai boomed. "How nice to see you again!"

Ben grinned as he waved. "Hey, Tessai. Ururu. Ginta."

Ginta nodded while Ururu shyly looked at her feet.

"That should be everything," Urahara said as they put the bags down. "Aside from anything I need for my research, I've also brought up some living essentials."

Azmuth nodded. "Considering you'll be off your world for some time, it's understandable."

"We should probably set something up in case Karakura Town needs him," Gwen said.

"Maybe you guys can call us, we'll call Azmuth, and he'll tell Urahara?" Kevin suggested.

"Wouldn't it be more easier to set up communications between Karakura Town and Galvan Prime instead?" Nelliel asked.

"Perhaps, but Karakura Town lacks anything that could be properly used for such a thing," Azmuth said. "However, establishing communications here does sound like a good idea for the sake of convenience."

"But until then," Yoruichi said, "Contacting Ben and the others is our best option."

Azmuth looked at Urahara now. "Are you ready?"

"Absolutely!" Urahara beamed. "So how are we getting there?"

Azmuth just smiled. Urahara was about to elaborate when he and Azmuth started becoming engulfed in white light. Azmuth looked over at Ben.

"We'll inform you of any developments!" Azmuth called before he and Urahara were engulfed completely. As the light faded, the two scientists were gone.

Ben shoved his hands into his pockets. "Well, all we do now is wait and see."

Orihime looked depressed now. "Does this mean you're leaving now?"

Ichigo and Chad were also kind of bummed that Ben's group might be leaving so soon, even though they accepted if Ben had to leave.

Ben scratched his head. Well, he did feel bad if they just up and left after seeing everyone again. And they could always use a faster setting on the RB III to get back to Bellwood in no time. What could it hurt to stay and hang out some more? He looked over at the others. "Well… think we can stay in Karakura Town just a little longer?"

The group looked at each other. Ulquiorra shrugged. "Do as you like."

"I think we can stay a little longer," Nelliel said.

"If you want to, Ben, we'll stay," Harribel said. The Tres Bestias stood next to her and nodded.

"It wouldn't be right for us to just up and leave them," Gwen said with a smile.

"Besides, it's nice to go somewhere else other than Bellwood while staying on Earth," Kevin grinned.

Ben turned back to the Karakura group. "Then it's settled."

Orihime jumped for joy while Ichigo and Chad both smiled.

"How about you guys give us the grand tour?" Ben suggested. "We didn't really have time to explore here last time."

"Sure, we can do that," Ichigo replied. "But your paparazzi are gonna be a pain."

"Yeah," Ben said, having forgotten about them.

"The others at school are going to be so excited when they learn we're friends with Tennyson-kun," Orihime smiled.

Ichigo pinched his nose. He could already picture people's reactions.

"By the way," Ben said, "Where's Uryu? I'm surprised he wasn't with you guys when we landed."

Just then Ben felt an strange awkward feeling, like he said something he shouldn't have. Tessai and Yoruichi were impassive, Jinta and Ururu were confused, while Ichigo, Orihime, and Chad looked uncomfortable.

"U-Uryu's really busy right now, so he couldn't come!" Orihime said quickly.

Kevin crossed his arms, showing that he didn't buy that for a second. None of the group did. However, Ben knew that they shouldn't pry and open old wounds. "So," he said, clasping his hands together. "How about that tour, eh?"

Shooting Ben a brief look of gratitude, Ichigo spoke up. "Yeah, sure. Follow us."

Ichigo, Orihime, and Chad made their way out of the shop.

Ulquiorra pondered if Uryu was having some kind of falling out with the rest of his companions. Was it due to their affiliations with Ben? Ulquiorra knew about Quincies and their contempt towards Hollows. Did that contempt extend to Arrancar? Was he upset that there were Arrancar living and running around in the world? Or was there something else going on? Ulquiorra decided not to worry. Uryu was not an immediate problem, if he was even a problem at all.

And so, Ichigo, Orihime, and Chad showed Ben's group what Karakura Town had to offer.

...

Meanwhile, back in Bellwood, trouble was brewing.

"Ben Tennyson is gone?!" Loly, who was sitting on a crate in the warehouse, roared after been informed by Poww, Parduoc, and Vega.

"Yes," Poww said. "Apparently he went to Karakura Town."

Loly's eye widened. "Karakura Town." She became livid. "The home of that Substitute Shinigami and that witch! After I kill Ben Tennyson, I'm going after them next!"

"While most of the Espada left with Tennyson, Starrk stayed behind," Parduoc said. "A wise choice, leaving the Primera to guard Bellwood in Tennyson's absence."

Loly swung her leg impatiently. "This is the perfect time for us to put our plan into action."

Baraggan's Fraccion looked at each other. Loly frowned at this. "What's the problem?"

"Even though Ben Tennyson isn't in Bellwood at the moment, it's too risky for us to pull the plan off right now," Vega said. "If we wish to catch Ben Tennyson completely off guard, we need more time to put all the pieces together."

Loly narrowed her eyes. "How much longer?"

"Possibly around a month or more," Parduoc said, already bracing himself for the inevitable tantrum.

"Months?!" Loly roared. "Months?! I don't want to wait months! I want Ben Tennyson dead now!"

The three older Arrancar were struggling to keep their tempers in check. How dare this lowly Numeros think she could order them around? They could easily end her pitiful existence right now… but they needed her for the time being. But once she was no longer useful…

"We can't take chances," Poww told her evenly. "To start the plan too soon may confuse Tennyson and his allies, but we can't risk giving the Espada any time to prepare. We have to strike when they least suspect it and that by the time they realize it, it'll be too late for them to stop us."

Menoly just stood to the side, watching the whole thing. Loly was becoming more and more obsessed with her desire to end Ben Tennyson. And unlike Loly, Menoly was nervous around the Fraccion. They were Baraggan's Fraccion after all. Loly was taking one chance too many. Menoly was scared they were going to get tired of putting up with her and… Menoly gulped at the thought.

Luckily Loly was actually taking Poww's words into consideration. "Alright, fine. If we really need months to put this together, fine. But Ben Tennyson better die when the time comes!"

Poww was contemplating how easy it would be to pop Loly's head off her body, but managed to resist the urge. For now at least.

"Ben Tennyson will die," Poww said. "We will make sure there are no mistakes."

Loly glared at him. "You better!"

With that, Poww, Vega, and Parduoc made their leave. Menoly looked over at her friend.

"Loly, maybe you should try and… tone it down some?" she asked meekly.

"What?!" Loly yelled, causing Menoly to flinch.

"T-they're so much stronger than we are," Menoly pointed out. "It's not a good idea to make them mad."

Angrily, Loly struck Menoly hard across the face. So hard that the blow knocked Menoly off her feet and onto the ground.

"Listen here, Menoly," Loly snarled. "Nothing will stop me from getting my revenge on Ben Tennyson! Not the Espada, not the Fraccion, nothing! Ben Tennyson will die and Aizen-sama will be avenged!"

Despite just being hit, Menoly felt so badly for her friend. Her obsession with Ben Tennyson was taking such a toll on her. In fact, it had been taking a toll on her for some time now. And it was getting worse.

...

Back at Karakura Town, the Bellwood gang was having a pretty good time. Ben was disappointed there was no Mr. Smoothy's though (he even demanded to see the mayor so he could convince him to build one). Needless to say, Ben was attracting lots of paparazzi. And he wasn't the only one getting attention. Ulquiorra was certainly attracting a good amount of Karakura's women while Ben's girls were drawing the attention of numerous guys. Ulquiorra and Harribel knew that pictures would be posted on the internet, so they were coming up with alibis to explain why they were with Ben and his friends all the way in Japan. Ulquiorra would tell Harangue that he established himself into Ben's inner circle to increase his chances of finding dirt on the hero. Harribel would say that she was serving as a chaperone to make sure that Ben and the girls weren't falling behind on their grades. She was certain Carl and Sandra could vouch for her.

Meanwhile, the citizens of Karakura Town were still buzzing over the fact that Ichigo and Ben were friends. Apparently, Ichigo had a reputation as a thug, causing most to fear him. Maybe the fact that he was friends with Ben would improve his street-cred.

Soon the group went to get a bite to eat. Ben made a fool of himself trying to eat with chopsticks.

"Here, Tennyson-kun," Orihime said as she adjusted Ben's chopsticks. "Like this."

"I'll never get the hang of this," Ben grumbled as his chopsticks fell out of his hands when he tried to pick something up with them.

Gwen, who held her chopsticks perfectly, smirked at her cousin. "It's all in the fingers, Ben. Like how you would hold a pencil."

Kevin, who was also having trouble, decided to just stab his food with one stick and eat it like kabob. Ben decided to follow his example. It was a better alternative than simply using his hands. Gwen rolled her eyes at what they were doing. The Arrancar didn't seem to have any trouble with their chopsticks.

"Bellwood sounds like so much fun!" Orihime said as Nelliel told her more about their adventures. "I wish we could go there."

"I don't see why not," Nelliel said. "With the Rustbucket, we could easily pick you guys up, hang out in Bellwood for a bit, and then take you back to Karakura Town in no time."

Orihime cheered happily.

"I wouldn't mind if you came sometime," Gwen said with a smile.

"Would be nice to show you our town," Kevin grinned.

"Sounds good to me," Ben said. He looked over at Ichigo and Chad. "How about you guys?"

Ichigo and Chad shared a look. Going to Bellwood? Hang out with Ben in his hometown?

"Well," Ichigo scratched his head. "I suppose if we can manage the time… sure. Why not?"

Aside from Nelliel, the other Arrancar were silent. Harribel and her girls had never truly socialized with Ichigo and the others before. Ulquiorra stayed silent because there was nothing he could think of worth adding. Besides, he had a feeling that if he did say anything, Kevin would start teasing him about Orihime again. Though...for some strange reason Ulquiorra found himself disappoint he did not get to spend more time with just Orihime. Why was that?

After hanging out for a little bit longer, it was time for the Bellwood gang to head home.

"It was great seeing you again!" Orihime said, waving them goodbye.

"Same here," Ben said as the others loaded up into the Rustbucket. "Let's try and keep in touch some more."

"Sure," Ichigo said, grinning. Chad gave Ben a thumbs up.

"Take care, guys," Ben said as he started going into the Rustbucket.

Ichigo and Chad nodded as Orihime continued waving. Soon they joined in as the engines started up and the Rustbucket took off into the sky. Ben looked down at them one last time before his group blasted off back to Bellwood.

"It was good to see them again," Gwen said.

"I'm glad they're doing well," Nelliel said with a smile. "But I wonder what's going on with Uryu. You don't think it's because of us, do you?"

That brought an uncomfortable silence among them. Each one suspected that might be the reason, but hoped they were just reading too deeply into things.

"Now all we do is wait and see," Apacci said, obviously referring to Ben's plan.

"Yep," Ben said. "All we do is wait and see."

...

And wait they did. And wait. And wait. And wait. Ben was starting to become anxious.

Nelliel was on break and spending it with Ben at Mr. Smoothy's. Since she had to clock back in and they were just spending lunch together, Ben wasn't wearing his ID mask. Though Ben was trying to keep it to himself, she could tell that he was getting angsty.

"Ben, don't worry," she said softly. "I'm sure Azmuth and Urahara will find a way."

Ben took a sip of his smoothie before sighing. "I thought they would have by now."

Nelliel gave a light smile "Ben, just because they're both super-geniuses doesn't mean they don't have difficulty sometimes."

Ben sighed and leaned back. "Yeah… I guess you're right."

Nelliel smiled. "Just have faith, Ben. It'll all work out."

"Yeah," Ben said, though this time he smiled.

Then Nelliel became concerned again. "Although, there is something that's bothering me."

"What's wrong?" Ben asked.

"Haven't you noticed that things have been rather… quiet?" Nelliel asked back. "None of your enemies have been up to anything lately. I can understand breaks between battles every now and then, but not for this long."

Ben paused. Nelliel had a point. So far, it seemed all his enemies had suddenly gone under the radar. Back then Ben would've just shrugged it off and enjoyed his down time. And that's when the trouble would start.

"We'd better tell the others to stay on guard," he said to Nelliel.

"You think something's going to happen?" Nelliel wondered.

"It usually does," Ben replied as he threw his smoothie away.

...

On Galvan Prime, Urahara and Azmuth were hard at work. A few issues that required Azmuth's immediate attention aside, the two brilliant minds needed to brush up on their information. Urahara taught Azmuth all he could about Hollows and Arrancar. The two even managed to establish their very own Garganta. It wasn't easy at first but once Urahara and Azmuth found some familiar ground, it was a walk in the park. And while Azmuth found new lifeforms to study, he allowed Uarahara access to all his information regarding the Ultimatrix. Urahara was quite eager to learn how the device ticked… and could imagine Kurotsuchi foaming at the mouth if he knew of the golden opportunity Urahara was experiencing right now.

Aside from the Ultimatrix itself, Urahara used his time to learn about the numerous DNA it had access to.

"So the DNA is not really in the Ultimatrix, but actually in this artificial planet, Primus?" Urahara had asked one day.

"That's right," Azmuth had replied. "More specifically the Codon Stream that flows through Primus. The Ultimatrix is meant to serve as a wireless device that connects to it."

"Hmm. That sounds rather risky," Urahara had commented. "Especially if something should somehow tamper with the connection between Primus and the Ultimatrix."

"I have acknowledged this," Azmuth had said. "And I have been working on a solution. Perhaps I can focus on that once we have dealt with our current problem."

Of course, the two enjoyed working together. Azmuth might never admit it aloud but he enjoyed working with such an intellectual non-Galvan. And Urahara enjoyed working with a scientist that wasn't crazy.

"From what I've gathered," Urahara said to Azmuth one day, "I strongly doubt we can program the Ultimatrix to evolve Hollows."

Azmuth lowered his head. "I see. Poor Ben. He was so fond of this idea. I don't often say this but… I hate to disappoint him."

"We can't make the Ultimatrix itself capable," Urahara went on, "But I think I have an alternate solution in mind." He reached into his pocket and pulled out…

"The Hogyoku?" Azmuth stared at the orb in Urahara's hand. "You brought it with you?"

"I wouldn't just leave something like that behind, would I?" Urahara asked playfully.

Azmuth narrowed his eyes at Urahara. "Does this mean you have found a way for Ben to use it?"

"I believe so," Urahara said. "It's still a long shot… but it just might work."

Azmuth stroked his whiskers. What did Urahara have in mind?

...

Poww, Parduoc, and Vega entered Loly and Menoly's hideout.

"Were you seen?" Loly demanded.

The three shook their heads, struggling more so than ever not to lash out against the arrogant and foolish girl.

"Normally it's just been one of you at a time," Loly noted. "I'm guessing the fact that all three of you are here means good news?"

This time the three gave her genuine grins. "It's time," Poww told her.

Loly's eye widened and then her face broke out into a sadistic and psychotic smirk. "Really?"

Parduoc nodded. "The pieces are in place. Ben Tennyson and his allies have no clue what we are planning."

"Findor has still been suspicious of us," Vega went on. "But we've been careful not to let those suspicions grow."

Loly started giggling. And then the giggling soon turned into psychotic laughter that put everyone else present on edge, regardless of the difference in power.

"At last! At last! Ben Tennyson will die and Aizen-sama will finally be avenged!" She let out a laughter as cold as death and as nerve-wracking as the shriek of a banshee.

As Loly laughed her head off, Menoly stared sadly at what her friend had become: a true monster obsessed only with revenge. Where had their path of avenging Aizen-sama taken them?

**End of Chapter**

**What is Urahara's idea regarding the Hogyoku? What is Loly's plan for revenge? Is it really as threatening as it seems? And what acts of treachery are Poww, Parduoc, and Vega have in mind for Loly? Find out next time in Loly's Revenge Finale.**

**Now, my readers, I apologize for taking so long to update. I had trouble finding the right motivation to get back to work. Also, I would like to apologize for the lack of action in this chapter as well. But rest assured, there will be plenty of action in upcoming chapter and final part of the Loly arc. Then I can start to really go forward with this story. Trust me, once I get Loly out of the way, I can start getting to the exciting stuff.**

**I would like to thank Pyromania101, Kamen Rider Chrome, Incredible Mufin, and Sallem Cortez 004 for their help and support. I really appreciate it guys. Thanks!**


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